Common use of Pre-Emptive Right Clause in Contracts

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Shareholder”) the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. The Shareholders will have pre-emptive rights with respect to issuances of new Shares by the Company consistent with subsections (a) through (f) of this Section 5.01. The Shareholders shall cause the Company to perform all its obligations set forth under subsections (a) through (f) of this Section 5.01 and the Shareholders shall cause the Company’s Articles of Incorporation to have a provision that is consistent with subsections (a) through (f) of this Section 5.01. (a) The Company hereby grants shall grant to each Initial Shareholder (each, a “Pre-emptive Shareholder”) the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New SecuritiesShares”) that the Company may from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board or Shareholders at which any such issuance or sale is approved. The Issuance Notice shall must set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities Shares proposed to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall must be at least 20 Business Days 45 days from the date of the Issuance Notice; and (iii) the proposed purchase price per shareShare. (c) Each Pre-emptive Shareholder shall may, for a period of 15 Business Days 60 days following the receipt of an Issuance Notice (the “Pre-emptive Exercise Period”) have the right to ), elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount number of New Securities Shares equal to the product of (x) the total number of New Securities Shares to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such before the issuance by (B) the total number of Common Shares owned by all Initial Shareholders outstanding on such date immediately prior to such before the issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall Shares will be binding and irrevocable. (d) No later than five Business Days following the expiration of the Pre-emptive Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities Shares that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities Shares in full (an “Exercising Shareholder”) shall will have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 5.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities Shares (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New SecuritiesShares”) by giving written notice to the Company (Company, within five Business Days of 30 days after receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase Notice (the “Over-allotment Exercise Period”), setting forth the number of Over-allotment New Shares that such Exercising Shareholder is willing to purchase. Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall Shares will be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to may purchase the number of Over-allotment New Securities Shares it elected to purchase in its written notice; provided, except that if the overOver-allotment New Securities Shares are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities Shares based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to may complete the proposed issuance or sale of New Securities Shares described in the Issuance Notice with respect to any New Securities Shares not elected to be purchased pursuant to Section 4.01(c5.01(c) and Section 4.01(d5.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities Shares to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 30 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 18030-day period for a reasonable time not to exceed 270 60 days to the extent reasonably necessary to obtain any Government Approvals). In the event If the Company has not sold such the New Securities Shares within such time that period, the Company shall not thereafter issue or sell any New Securities Shares without first again offering such securities them to the Shareholders in accordance with the procedures set forth in this Section 4.015.01. (f) Upon the consummation of the issuance of any New Securities Shares in accordance with this Section 4.015.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New SecuritiesShares, which the Company shall issue the New Securities shall be issued Shares free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such the purchasers that such the New Securities shall Shares will be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and authorized, validly issued, fully paid and non-assessable. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities Shares purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities Shares shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a) The Except in the circumstances listed below, each Shareholder shall exercise its voting rights in the Company hereby grants and take such steps as for the time being lie within its powers to procure that the issue by the Company of any shares, warrants or any form of securities shall before issuance be offered for subscription in the first instance to each Initial Shareholder (each, in proportion as nearly as practicable to its then valid and effective shareholding percentage in respect of Shares on an as-converted basis and any offer of securities not accepted by a “Pre-emptive Shareholder”) Shareholder shall be reallocated among and offered to the right to purchase its other Shareholders on a pro rata portion basis: 2.3.1 any securities issued or capable of being issued upon conversion of Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares; 2.3.2 any new Common Shares (other than any Excluded Securities) (securities issued pursuant to the “New Securities”) that ESOP and the Company may existing share option plan or share option plan to be adopted by the Board from time to time propose time; 2.3.3 any shares issued in connection with any share split or share dividend; 2.3.4 any shares offered by the Company to issue the public pursuant to a Qualified IPO; 2.3.5 the issuance of shares in connection with a bona fide business acquisition of or sell by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, duly approved by the Board of Directors and/or the Shareholders, as applicable; and 2.3.6 any Series C Preferred Shares issued pursuant to the Series C Subscription Agreement and securities issued upon conversion or exercise thereof. In any event, no securities shall be issued to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above party who is not a Shareholder for the time being unless such party executes and delivers to the PreCompany and each Shareholder a Deed of Ratification and Accession. Each Shareholder shall exercise its pre-emptive Shareholders right under this Clause 2.3 within five ten (10) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth receipt of a notification in writing from the material terms and conditions Company of the proposed issuanceissuance of any shares, including: (i) the number warrants or any form of New Securities proposed to be issued and the percentage securities of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date . The failure of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive each Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder respond in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company within the above-mentioned ten (within five Business Days of receipt of the Over10) Business-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities Day period shall be binding and irrevocable. If more than one Exercising deemed an irrevocable waiver by such Shareholder elects to exercise of its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Prepre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice right with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01issuance. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a) The Company From the expiry of the Anti-Dilution Period and for as long as the Shareholder owns at least 5% of the issued and outstanding Common Shares, and upon an offering of Common Shares or Convertible Securities (other than Excluded New Securities) (a "Pre-Emptive Dilutive Event") the Corporation hereby grants to each Initial Shareholder (eachShareholder, effective from the end of the Anti-Dilution Period, a “pre-emptive right (the "Pre-emptive Shareholder”Emptive Right") to purchase: (i) in the right case of an issuance of Common Shares, up to purchase its pro rata portion such number of any new Common Shares that will allow the Shareholder to maintain a percentage ownership interest in the issued and outstanding Common Shares, after giving effect to such Pre-Emptive Dilutive Event (other than but excluding any Excluded Securities) (the “New Securities”), that is the same as the percentage ownership interest that it had immediately prior to completion of such Pre-Emptive Dilutive Event; and (ii) in the case of an issuance of Convertible Securities , up to such number of Convertible Securities that will (assuming, for all purposes of this Section 4.1(a)(ii), the Company may from time conversion, exercise or exchange of all of the Convertible Securities issued in connection with the Pre-Emptive Dilutive Event and issuable pursuant to time propose this Section 4.1) allow the Shareholder to issue or sell maintain a percentage ownership interest in the issued and outstanding Common Shares, after giving effect to any Personsuch Pre-Emptive Dilutive Event, that is the same as the percentage ownership interest that it had immediately prior to completion of such Pre-Emptive Dilutive Event, for the same price and on the same terms as such Common Shares and/or Convertible Securities are being issued under the Pre-Emptive Dilutive Event. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice Emptive Right shall set forth the material terms and conditions of the proposed issuance, includingoperate as follows: (i) If Corporation proposes to undertake a Pre-Emptive Dilutive Event, it shall give written notice to the number Shareholder of New Securities proposed to be issued its intention, describing the Pre-Emptive Dilutive Event including the price and the percentage of general terms upon which the Company’s outstanding Corporation proposes to issue the Common Shares, on a fully diluted basis, that such issuance would represent;Shares and/or Convertible Securities (the "Offering Notice"). (ii) the proposed issuance date, which Shareholder shall be at least 20 have five (5) Business Days from the date of receipt of any such Offering Notice to give notice to Corporation of its election to exercise the Issuance Pre-Emptive Right up to the extent of the percentage referred to above and to purchase Common Shares and/or Convertible Securities for the price and upon the general terms specified in the Offering Notice or in the case of a public offering that is a" bought deal" financing , within two (2) Business Days of receipt of an Offering Notice; and. (iii) Failure of Shareholder to respond to the notice within such five (5) Business Day period (or two Business Day period if applicable) shall be deemed an election to decline to exercise the Pre-Emptive Right and any rights that the Shareholder may have had to subscribe for any of the Common Shares and/or Convertible Securities issuable pursuant to such Pre-Emptive Dilutive Event shall be extinguished, in respect of such Pre-Emptive Dilutive Event. (iv) Where Common Shares and Convertible Securities are offered together in combination (in what are customarily referred to as "units"), Shareholder may only elect to exercise the Pre-Emptive Right in respect of the Common Shares and Convertible Securities in the same combination and on the same basis as all other purchasers thereof. (v) The acquisition by Shareholder of Common Shares and/or Convertible Securities pursuant to its Pre-Emptive Right will be subject to applicable regulatory and shareholders' approval requirements. (vi) Notwithstanding the foregoing, the Corporation shall not be obligated to provide notice to Shareholder pursuant to Section 4.1(b)(i) of any proposed purchase price per sharePre-Emptive Dilutive Event unless the resulting dilution to Shareholder, together with any previous issuance as to which Corporation has not provided Shareholder such notice, is 1.0% or more on a non-diluted basis. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth As used in this Section 4.01. (f) Upon 4.1, Shareholder shall mean Shareholder and any Affiliate of Shareholder then owning Common Shares, collectively. Shareholder may direct that the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall Common Shares be issued free and clear in the name of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions an Affiliate of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriateShareholder.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Shareholder”) the right to purchase its pro rata portion of any new Common Shares Stock (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Personparty. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common SharesStock, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of shares of Common Shares Stock owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of shares of Common Shares owned by all Initial Shareholders Stock outstanding on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase within five Business Days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days 30 Business Days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day 30 Business Day period for a reasonable time not to exceed 270 days 60 Business Days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and authorized, validly issued, fully paid and non-assessable. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. ‌ (a) The Company hereby grants to each Initial Shareholder Stockholder (each, a “Pre-emptive ShareholderStockholder”) the right to purchase its pro rata portion of any new Common Shares Stock (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person.party.‌ (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection (a) above to the Pre-emptive Shareholders Stockholders within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including:including:‌ (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common SharesStock, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 twenty (20) Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder Stockholder shall for a period of 15 fifteen (15) Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of shares of Common Shares Stock owned by such Pre-emptive Shareholder Stockholder immediately prior to such issuance by (B) the total number of shares of Common Shares owned by all Initial Shareholders Stock outstanding on such date immediately prior to such issuance (the “Pre-Pre- emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-Pre- emptive ShareholderStockholder’s election to purchase New Securities shall be binding and irrevocable.irrevocable.‌ (d) No later than five (5) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder Stockholder in writing of the number of New Securities that each Pre-emptive Shareholder Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder Stockholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising ShareholderStockholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder Stockholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising ShareholderStockholder”), such Exercising Shareholder Stockholder may purchase all or any portion of such Non-Exercising ShareholderStockholder’s allotment (the “Over-Over- allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder Stockholder is willing to purchase within five (5) Business Days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising ShareholderStockholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder Stockholder elects to exercise its right of over-allotment, each Exercising Shareholder Stockholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder Stockholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-Pre- emptive Pro Rata Portions of the Exercising Shareholders.Stockholders.‌ (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days thirty (30) Business Days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day thirty (30) Business Day period for a reasonable time not to exceed 270 days sixty (60) Business Days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders Stockholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder Stockholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders Stockholders and after payment therefor, duly authorized and authorized, validly issued, fully paid and non-assessable. Each Exercising Shareholder Stockholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder and the Xxxxxxx Shareholder (each, a “Pre-emptive Shareholder”) the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. 4.1.1 Subject to the provisions of Article 3 hereof, when the Company increases its registered capital or offers to issue other Equity Securities, the investors shall have a pre-emptive right (but not the obligation) to subscribe for the additional registered capital or other Equity Securities under the same conditions and in proportion to their paid-in capital contribution to the Company, except in cases where the Company implements an Employee Equity Incentive Plan approved by the investors/Investor Directors, offers shares to the public for the first time, or issues additional registered capital or other Equity Securities due to M&A or reorganization. The Company shall, at least thirty (30) days prior to its proposed issuance of shares, additional registered capital or other Equity Securities (the “Proposed Issuance”), serve a written notice of the Proposed Issuance (the “Notice of Issuance”) upon the investors, which Notice of Issuance shall specify: (a) The the amount, quantity and proportion, type and terms of the new Equity Securities; (b) the consideration that may be received by the Company hereby grants after the implementation of the Proposed Issuance; and (c) the details of the relevant subscribers for the Proposed Issuance. After the Company has served a Notice of Issuance upon the investors, the investors shall reply to each Initial Shareholder the Company in writing within twenty (each20) days of receiving such Notice of Issuance (the “Response Period for Subscription”), a indicating that they: (i) elect to waive the pre-emptive right in respect of the Proposed Issuance, or (ii) the amount of registered capital or the number of Equity Securities in respect of which they decide to exercise the pre-emptive right in the Proposed Issuance (such response shall for the time being be referred to as the “Notice of Pre-emptive ShareholderSubscription”). Any investors who fail to make any reply in writing within the Response Period for Subscription after receiving the Notice of Issuance shall be deemed to have waived the preemptive right in respect of the Proposed Issuance, but no such failure shall be deemed consent to the Proposed Issuance. Shareholder Agreement of Zhibao Technology (Shanghai) the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that Co., Ltd. 4.1.2 If the Company may from time to time propose to issue fails to, within sixty (60) days after the expiry of the Response Period for Subscription or sell to any Person. (b) The Company shall give the investor’s written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above reply to the Pre-emptive Shareholders within five Business Days following any meeting Notice of Issuance (whichever occurs first), enter into legally binding subscription arrangement with the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material relevant subscribers, under terms and conditions of issuance no more favorable than those offered to the proposed investors, in respect of the equity interests the investors have not subscribed for by exercising their pre-emptive right in this issuance, including: or if other shareholders have elected not to exercise their pre-emptive right (iif any) the number of New Securities proposed to be issued and the percentage in respect of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) equity interests the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Preinvestors have not subscribed for by exercising their pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchasein this issuance, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by unless the Company on abandons the issuance date and (y) a fraction determined by dividing (A) Proposed Issuance, the number of Common Shares owned by Company shall re-implement such Preprocedure for pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering right as stipulated in this article and send a new written notice to the Companyinvestors, who shall give a written reply within twenty (20) days of receiving such written notice. Such PreThe investors shall be entitled to exercise the pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration right in respect of the Exercise Period, the Company shall notify each Pre-emptive Shareholder part given up by such subscribers or other shareholders in writing of the number of New Securities that each Pre-emptive Shareholder has agreed proportion to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described their respective ownership in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01Company. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a) The Company From the expiry of the Anti-Dilution Period and for as long as the Shareholder owns at least 5% of the issued and outstanding Common Shares, and upon an offering of Common Shares or Convertible Securities (other than Excluded New Securities) (a "Pre-Emptive Dilutive Event") the Corporation hereby grants to each Initial Shareholder (eachShareholder, effective from the end of the Anti-Dilution Period, a “pre-emptive right (the "Pre-emptive Shareholder”Emptive Right") to purchase: (i) in the right case of an issuance of Common Shares, up to purchase its pro rata portion such number of any new Common Shares that will allow the Shareholder to maintain a percentage ownership interest in the issued and outstanding Common Shares, after giving effect to such Pre-Emptive Dilutive Event (other than but excluding any Excluded Securities) (the “New Securities”), that is the same as the percentage ownership interest that it had immediately prior to completion of such Pre-Emptive Dilutive Event; and (ii) in the case of an issuance of Convertible Securities , up to such number of Convertible Securities that will (assuming, for all purposes of this Section 4.1(a)(ii), the Company may from time conversion, exercise or exchange of all of the Convertible Securities issued in connection with the Pre-Emptive Dilutive Event and issuable pursuant to time propose this Section 4.1) allow the Shareholder to issue or sell maintain a percentage ownership interest in the issued and outstanding Common Shares, after giving effect to any Person.such Pre-Emptive Dilutive Event, that is the same as the percentage ownership interest that it had immediately prior to completion of such Pre-Emptive Dilutive Event. for the same price and on the same terms as such Common Shares and/or Convertible Securities are being issued under the Pre-Emptive Dilutive Event.. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice Emptive Right shall set forth the material terms and conditions of the proposed issuance, includingoperate as follows: (i) If Corporation proposes to undertake a Pre-Emptive Dilutive Event, it shall give written notice to the number Shareholder of New Securities proposed to be issued its intention, describing the Pre-Emptive Dilutive Event including the price and the percentage of general terms upon which the Company’s outstanding Corporation proposes to issue the Common Shares, on a fully diluted basis, that such issuance would represent;Shares and/or Convertible Securities (the "Offering Notice"). (ii) the proposed issuance date, which Shareholder shall be at least 20 have five (5) Business Days from the date of receipt of any such Offering Notice to give notice to Corporation of its election to exercise the Issuance Pre-Emptive Right up to the extent of the percentage referred to above and to purchase Common Shares and/or Convertible Securities for the price and upon the general terms specified in the Offering Notice or in the case of a public offering that is a" bought deal" financing , within two (2) Business Daysof receipt of an Offering Notice; and. (iii) Failure of Shareholder to respond to the proposed purchase price per sharenotice within such five (5) Business Day period (or two Business Day periodif applicable) shall be deemed an election to decline to exercise the Pre-Emptive Right and any rights that the Shareholder may have had to subscribe for any of the Common Shares and/or Convertible Securities issuable pursuant to such Pre-Emptive Dilutive Event shall be extinguished, in respect of such Pre-Emptive Dilutive Event. (civ) Each Where Common Shares and Convertible Securities are offered together in combination (in what are customarily referred to as "units"), Shareholder may only elect to exercise the Pre-emptive Shareholder shall for a period Emptive Right in respect of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth Common Shares and Convertible Securities in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company same combination and on the issuance date and same basis as all other purchasers thereof. (yv) a fraction determined The acquisition by dividing (A) the number Shareholder of Common Shares owned by such and/or Convertible Securities pursuant to its Pre-emptive Emptive Right will be subject to applicable regulatory and shareholders' approval requirements. (vi) Notwithstanding the foregoing, the Corporation shall not be obligated to provide notice to Shareholder immediately prior pursuant to such issuance by (BSection 4.1(b)(i) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “any proposed Pre-emptive Pro Rata Portion”) by delivering Emptive Dilutive Event unless the resulting dilution to Shareholder, together with any previous issuance as to which Corporation has not provided Shareholder such notice, is 1.0% or more on a written notice to the Company. Such Prenon-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocablediluted basis. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth As used in this Section 4.01. (f) Upon 4.1, Shareholder shall mean Shareholder and any Affiliate of Shareholder then owning Common Shares, collectively. Shareholder may direct that the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall Common Shares be issued free and clear in the name of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions an Affiliate of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriateShareholder.

Pre-Emptive Right. In the event that the Corporation proposes to issue any class or series of the equity securities of the Corporation, any voting securities of the Corporation, or any securities convertible or exchangeable into, or entitling purchase of, any of the foregoing (a) The Company hereby grants the “Covered Securities” and, as such securities may be offered and/or issued from time to each Initial Shareholder time by the Corporation, collectively “Offered Securities”), the Corporation shall provide written notice (each, a “Pre-emptive Shareholder”) the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Emption Notice”) to each Investor that has, together with its Affiliates, purchased at least $4,000,000 of any proposed issuance described in subsection the Units sold under the Offering (a) above to the each a “2012 Pre-emptive Shareholders within five Business Days following any meeting of Emptive Rights Investor”), specifying the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuanceissue (the “Covered Offering”), including: (i) including the number amount of New Securities proposed money to be raised, the type of security to be issued, the price per security to be issued and the percentage target completion date. In that event, each 2012 Pre-Emptive Right Investor shall then have the right, by written notice to the Corporation (the “Notice of Exercise of Pre-Emptive Rights”) within four (4) Business Days from the date of receipt of the Company’s outstanding Common SharesPre-Emption Notice, on in the case of a fully diluted basisCovered Offering that is a Private Placement, that such issuance would represent; or within two (ii2) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described Emption Notice in the Issuance Notice with respect case of a Covered Offering that is a Public Offering, to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with subscribe, upon the terms and conditions set forth in the Issuance Notice (except that Pre-Emption Notice, for up to the amount number of New Offered Securities which is equal to be issued or sold the number of the Offered Securities offered in the Covered Offering in proportion to the aggregate holding of Covered Securities by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject 2012 Pre- Emptive Right Investor in relation to the extension total number of such 180-day period for a reasonable time not Covered Securities issued and outstanding immediately prior to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Offered Securities (the “Pre-Emptive Rights”) for a period until [ ], 2016. The Pre-Emptive Rights shall not apply to issuances of Offered Securities pursuant to (i) the Corporation’s stock option plan; (ii) collaboration agreements entered into by the Corporation; (iii) a Public Offering at a price per security at least 100% greater than the Subscription Price, in accordance connection with this Section 4.01which the securities being sold are listed on a Permitted Exchange, for total proceeds of at least C$50,000,000 and conducted by a recognized, full service investment banking firm; or (iv) the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions exercise of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriateWarrants.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder (each, a the “Pre-emptive ShareholderRights Holder”) the right to purchase its pro rata portion such Shareholder’s Pre-emptive Portion of any new Common Shares (other than any Excluded Securities) New Securities (the “New SecuritiesPre-emptive Right”) that on the Company may from time to time propose to issue or sell to any Personterms and conditions set forth in this Section 5.2. (b) The In the event that the Company proposes to issue any New Securities, it shall give written notice of its intention to issue New Securities (an the “Issuance Notice”) of any proposed issuance described in subsection (a) above to the each Pre-emptive Shareholders within five Business Days following any meeting of Rights Holder specifying the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms amount and conditions of the proposed issuance, including: (i) the number type of New Securities proposed to be issued issued, the price and the percentage material non-price terms upon which the Company proposes to issue such New Securities (including the manner and time of payment of the Company’s outstanding Common Shares, on subscription amount; and a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from good faith estimate of the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”issuance). Each Pre-emptive Shareholder exercising its right Rights Holder shall have thirty (30) days from the date of such Issuance Notice to agree to purchase its up to such Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Rights Holder’s Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the such New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (for the “Over-allotment New Securities”) price and upon the terms and conditions specified in the Issuance Notice by giving written notice to the Company (within five Business Days and stating the quantity of receipt New Securities it wishes to purchase. If any Pre-emptive Rights Holder exercises its Preemptive Right, subject to such Pre-emptive Rights Holder having paid the aggregate subscription price of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that specified by such Exercising Shareholder is willing to purchase (Pre-emptive Rights Holder, the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment Company shall issue and allot such number of the New Securities shall specified by the Pre-emptive Rights Holders on the date of the issuance specified in the Issuance Notice (or such other date as may be binding agreed between such Pre-emptive Rights Holder and irrevocable. the Company). (c) If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata any portion of the available Over-allotment New Securities based upon have not been agreed to be purchased by the relative Pre-emptive Pro Rata Portions of Rights Holders in accordance with Section 5.2(b), the Exercising Shareholders. (e) The Company shall be free have one hundred and twenty (120) days thereafter (subject to the extension of such period for a reasonable time not to exceed sixty (60) Business Days to the extent reasonably necessary to obtain any Governmental Approvals) to complete the proposed issuance or sale of the New Securities described in the Issuance Notice with respect to which the Pre- emptive Rights hereunder were not exercised to any New Securities third party, at the same or higher price and upon material non-price terms not elected more favorable to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth purchasers thereof than those specified in the Issuance Notice (except Notice, provided that the amount any subscriber of such New Securities shall execute and deliver to be issued or sold by the Company may be reduced) so long as a Deed of Adherence (unless such issuance or sale subscriber is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject already a party to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvalsthis Agreement). In the event that the Company has not issued and sold such New Securities within such time periodone hundred and twenty (120) days’ period (as may be extended in accordance with this Section 5.2(c)), the Company shall not thereafter issue or sell any New Securities without again first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver Pre-emptive Rights Holders pursuant to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriatethis Section 5.2.

Pre-Emptive Right. (a) The Company From the expiry of the Anti-Dilution Period and for as long as the Shareholder owns at least 5% of the issued and outstanding Common Shares, and upon an offering of Common Shares or Convertible Securities (other than Excluded New Securities) (a "Pre-Emptive Dilutive Event") the Corporation hereby grants to each Initial Shareholder (eachShareholder, effective from the end of the Anti-Dilution Period, a “pre-emptive right (the "Pre-emptive Shareholder”Emptive Right") to purchase: (i) in the right case of an issuance of Common Shares, up to purchase its pro rata portion such number of any new Common Shares that will allow the Shareholder to maintain a percentage ownership interest in the issued and outstanding Common Shares, after giving effect to such Pre-Emptive Dilutive Event (other than but excluding any Excluded Securities) (the “New Securities”), that is the same as the percentage ownership interest that it had immediately prior to completion of such Pre-Emptive Dilutive Event; and (ii) in the case of an issuance of Convertible Securities , up to such number of Convertible Securities that will (assuming, for all purposes of this Section 4.1(a)(ii), the Company may from time conversion, exercise or exchange of all of the Convertible Securities issued in connection with the Pre-Emptive Dilutive Event and issuable pursuant to time propose this Section 4.1) allow the Shareholder to issue or sell maintain a percentage ownership interest in the issued and outstanding Common Shares, after giving effect to any Personsuch Pre-Emptive Dilutive Event, that is the same as the percentage ownership interest that it had immediately prior to completion of such Pre-Emptive Dilutive Event, for the same price and on the same terms as such Common Shares and/or Convertible Securities are being issued under the Pre-Emptive Dilutive Event. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice Emptive Right shall set forth the material terms and conditions of the proposed issuance, includingoperate as follows: (i) If Corporation proposes to undertake a Pre-Emptive Dilutive Event, it shall give written notice to the number Shareholder of New Securities proposed to be issued its intention, describing the Pre- Emptive Dilutive Event including the price and the percentage of general terms upon which the Company’s outstanding Corporation proposes to issue the Common Shares, on a fully diluted basis, that such issuance would represent;Shares and/or Convertible Securities (the "Offering Notice"). (ii) the proposed issuance date, which Shareholder shall be at least 20 have five (5) Business Days from the date of receipt of any such Offering Notice to give notice to Corporation of its election to exercise the Issuance Pre-Emptive Right up to the extent of the percentage referred to above and to purchase Common Shares and/or Convertible Securities for the price and upon the general terms specified in the Offering Notice or in the case of a public offering that is a" bought deal" financing , within two (2) Business Days of receipt of an Offering Notice; and. (iii) Failure of Shareholder to respond to the notice within such five (5) Business Day period (or two Business Day period if applicable) shall be deemed an election to decline to exercise the Pre-Emptive Right and any rights that the Shareholder may have had to subscribe for any of the Common Shares and/or Convertible Securities issuable pursuant to such Pre-Emptive Dilutive Event shall be extinguished, in respect of such Pre-Emptive Dilutive Event. (iv) Where Common Shares and Convertible Securities are offered together in combination (in what are customarily referred to as "units"), Shareholder may only elect to exercise the Pre-Emptive Right in respect of the Common Shares and Convertible Securities in the same combination and on the same basis as all other purchasers thereof. (v) The acquisition by Shareholder of Common Shares and/or Convertible Securities pursuant to its Pre-Emptive Right will be subject to applicable regulatory and shareholders' approval requirements. (vi) Notwithstanding the foregoing, the Corporation shall not be obligated to provide notice to Shareholder pursuant to Section 4.1(b)(i) of any proposed purchase price per sharePre-Emptive Dilutive Event unless the resulting dilution to Shareholder, together with any previous issuance as to which Corporation has not provided Shareholder such notice, is 1.0% or more on a non-diluted basis. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth As used in this Section 4.01. (f) Upon 4.1, Shareholder shall mean Shareholder and any Affiliate of Shareholder then owning Common Shares, collectively. Shareholder may direct that the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall Common Shares be issued free and clear in the name of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions an Affiliate of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriateShareholder.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Shareholder”) Investor the right to purchase and subscribe (and any reference made hereafter to a “purchase” shall be construed as a reference to a “subscription” or “subscribe”, as applicable) its pro rata portion of any new Common Shares Company Securities (other than any Excluded SecuritiesSecurities or securities issued to give effect to the Bridge PEC Conversion Provisions) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Personissue. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders Investors within five Business Days days following any meeting of the Company Board at which any such issuance or sale is approvedcontemplated. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common SharesCompany Securities, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days 60 days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder Investor shall for a period of 15 Business Days 30 days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares Company Securities owned by such Pre-emptive Shareholder Investor immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders Company Securities outstanding on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder Investor in writing of the number of New Securities that each Pre-emptive Shareholder Investor has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder Investor exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising ShareholderInvestor”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder Investor fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising ShareholderInvestor”), such Exercising Shareholder Investor may purchase all or any portion of such Non-Non- Table of Contents Exercising ShareholderInvestor’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder Investor is willing to purchase within five days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder Investor elects to exercise its right of over-allotment, each Exercising Shareholder Investor shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder Investor shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising ShareholdersInvestors. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 30 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 18030-day period for a reasonable time not to exceed 270 90 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold issued such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders Investors in accordance with the procedures set forth in this Section 4.01. Any issue of securities contemplated herein shall be made in accordance with the procedure set out under Applicable Law. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder Investor certificates (if anyapplicable) evidencing the New SecuritiesSecurities to the extent such New Securities are certificated securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders Investors and after payment therefor, duly authorized and authorized, validly issued, fully paid and non-assessable. Each Exercising Shareholder Investor shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate. (g) If the Company has the opportunity to subscribe for any security or convertible instrument of Holdings in an offering, the Company shall not participate in such offering and subscribe for any such security or convertible instrument unless: (i) the JCF Investor consents to Table of Contents the participation by the Company in such offering or (ii) the Investors are offered the opportunity to participate in the offering on a pro rata basis with respect to the entirety of the securities or convertible instruments being offered, through the pro rata issuance of Company Securities to the Investors and at least one Investor elects to participate in the offering. The Company may only subscribe for securities or convertible instruments of Holdings to the extent of the amount of the funds received by Investors electing to participate in the offering in exchange for the issuance of Company Securities. If any Investor declines to participate in such offering, the participating Investors may purchase all or any portion of such non-participating Investor’s allotment of the Common Shares; provided, that if such Common Shares are over-subscribed, each participating Investor shall purchase its pro rata portion of such Common Shares and the Company may use the funds from the participating Investors to fund the entire amount of the offering.

Pre-Emptive Right. (a) The Company hereby grants Except as expressly provided in this Section 10, no Equity Securities will be issued by the Corporation, and no option or other right for the purchase of, acquisition of, or subscription for, any Equity Securities will be granted, at any time after the date hereof except upon compliance with the provisions of this Section 10. Without limiting the generality of the foregoing, nothing in this section 10 will be construed to each Initial Shareholder (each, a “Pre-emptive Shareholder”) prohibit the right to purchase its pro rata portion of Corporation from issuing securities at any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may time and from time to time propose time, on such terms and conditions as may be acceptable to issue or sell to any Personthe board of directors of the Corporation. (b) The Company shall give written notice (an “If the Corporation proposes to undertake a Public Share Issuance, the Corporation will ensure that the terms of such Public Share Issuance Notice”) will enable the Purchaser to purchase that number of any proposed issuance described Equity Securities in subsection (a) above to order that the Pre-emptive Shareholders within five Business Days following any meeting Purchaser may maintain its percentage holding of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms total issued and conditions outstanding Common Shares of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, Corporation on a fully diluted basis, that such issuance would represent; excluding Excluded Share Issuances, determined immediately prior to the Public Share Issuance (iithe "OWNERSHIP LEVEL") on the proposed issuance date, which shall be at least 20 Business Days from same terms and conditions as the date of other participants in the Issuance Notice; and (iii) the proposed purchase price per sharePublic Share Issuance. (c) Each Pre-emptive Shareholder shall for If the Corporation proposes to undertake a period Public Share Issuance and the circumstances of 15 Business Days following the receipt Public Share Issuance in the Corporation's judgment, acting reasonably, do not permit the Purchaser to participate in the offering, then the Corporation may proceed with the offering provided that the Purchaser is afforded an opportunity within 180 days of an Issuance Notice the closing of such offering to participate in that offering or in another offering on substantially the same terms as the original offering (that offering or another offering being referred to herein as the “Exercise Period”) "ALTERNATIVE TRANSACTION"). Until the completion of the Alternative Transaction, or until the Purchaser declines to participate fully in the Alternative Transaction, the Purchaser will be deemed to have the right to elect irrevocably to purchase, at the purchase price set forth same share ownership percentage interest in the Issuance Notice, up Corporation as it had prior to the amount of New Securities equal Public Share Issuance in which the Purchaser was not permitted to participate. If the Purchaser agrees to participate in the Alternative Transaction but not to its full pro rata share, it will, immediately upon such agreement, have its share ownership percentage deemed to be reduced to the product actual share ownership percentage interest it would have upon completion of (x) such Alternative Transaction and, should it fail to complete the total number Alternative Transaction, the share ownership percentage interest of New Securities the Purchaser will be reduced to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocableits actual level at that time. (d) No later than The pre-emptive rights pursuant to this Section 10 will terminate immediately and will be lost for all future time on the earlier of: (i) five Business Days following years from the expiration date of this Agreement; and (ii) if at any time, the Purchaser ceases to hold Common Shares whether or not the Purchaser subsequently acquires securities of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising ShareholdersCorporation. (e) The Company shall be free Commencing 4 years and 6 months from the date of this agreement, the Purchaser and the Corporation will commence negotiations in good faith to complete extend the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject rights provided to the extension of such 180-day period for a Purchaser in Section 10 on commercially reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01terms. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a) The Company hereby grants to 5.1. Until the consummation of an IPO, each Initial Shareholder (each, a “Pre-of the Shareholders shall have the pre- emptive Shareholder”) the right to purchase its pro pro-rata portion portion, or any part thereof, of any new Common Shares (other than any Excluded Securities) (the “New Securities”) Securities that the Company may may, from time to time time, propose to issue or sell to any Personand issue. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved5.2. The Issuance Notice Shareholder’s pro-rata portion shall set forth be the material terms and conditions ratio of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage shares of the Company’s outstanding Common Shares, on a fully diluted basis, that Company held by such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from Shareholder as of the date of the Issuance Notice; and Rights Notice (iii) as defined below), to the proposed purchase price per share. (c) aggregate number of shares held by all Shareholders as of such date. Each Pre-emptive Shareholder shall for a period of 15 Business Days following be also entitled to purchase any New Securities that are not purchased by the receipt of an Issuance Notice (other Shareholders, by indicating such intent in its response notice to the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price Company as set forth in the Issuance Noticebelow, up to the amount of New Securities equal to the product of (x) provided, however, that if such over-subscriptions exceed the total number of New Securities to be issued available for sale and issue by the Company in such instance, then the over-subscriptions shall be cut back in accordance with each Shareholder’s pro-rata portion calculated based on the issuance date and (y) a fraction determined by dividing (A) ratio of the number of Common Shares owned shares of the Company held by such Pre-emptive Shareholder immediately prior as of the date of the Rights Notice, to such issuance by (B) the total aggregate number of Common Shares owned shares held by all Initial other Shareholders on entitled to and who intend to participate in the over-allotment as aforesaid, as of such date immediately prior date. 5.3. If the Company proposes to such issuance issue New Securities, it shall deliver to the Shareholders written notice thereof (the “Pre-emptive Pro Rata PortionRights Notice”) stating its bona fide intention to offer such New Securities, describing the New Securities, the price thereof, the general terms upon which the Company proposes to issue them, and the number of New Securities that the Shareholder has the right to purchase under this Section and the aggregate purchase price payable therefor. Each Shareholder shall then be entitled to notify the Company, by delivering a written notice to received by the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. Company within fifteen (d15) No later than five Business Days following the expiration days after receipt of the Exercise PeriodRights Notice by such Shareholder, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Preit wishes to purchase or obtain, at the price and on the terms specified in the Rights Notice. 5.4. If any Shareholder fails to provide the Company its notice as aforesaid within fifteen (15) days, then such Shareholder shall be deemed to have waived its pre-emptive Shareholder has agreed right pursuant to purchase (including, for this Section 5. 5.5. If the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each PreShareholders fail to exercise in full their pre-emptive Shareholder exercising its right within the period or periods specified in Section 5.3 above, then the Company may, during the ninety (90) day period following the expiration of the fifteen (15) days’ period, offer New Securities unsubscribed for by the Shareholders to purchase its Pre-emptive Pro Rata Portion any person or persons at a price not less than, and upon terms no more favorable to the offeree, than those specified in the Rights Notice. If the Company does not consummate the sale of the New Securities in full (an “Exercising Shareholder”) within such period, the right provided hereunder shall have a right of over-allotment be deemed to be revived and such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall not be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of overoffered unless first re-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities offered to the Shareholders in accordance herewith. 5.6. The pre-emptive right granted to the Shareholders under this Section is non- transferable other than in conjunction with the procedures set forth in this Section 4.01Transfer of Equity Securities by such Shareholder. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a) The Company hereby grants For so long as the Fury Percentage is at least ten percent (10%), Fury will have a right to each Initial Shareholder maintain such Fury Percentage (each, a “the "Pre-emptive Shareholder”Emptive Right") in the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that event the Company may from time commences a financing of Equity Securities for cash consideration pursuant to time propose to issue or sell to any Personan Equity Offering. (b) The Where Equity Securities are offered in a combination such as what are customarily referred to as "units", Fury may elect to exercise the Pre-Emptive Right in respect of such "units" in the same combination and on the same basis as all other purchasers. (c) In the event the Company shall proposes to issue Equity Securities in connection with an Equity Offering, the Company must give written notice (an “Issuance the "Offering Notice”") of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting Fury of the Board at which any terms and conditions of such issuance or sale is approved. proposed Equity Offering. (d) The Issuance Offering Notice shall set forth must specify the material anticipated terms and conditions of the proposed issuanceEquity Offering, includingincluding the Company's best estimate of: (i) the total number or principal amount, as the case may be, of the Equity Securities being offered (the "Offered Securities"), (ii) the consideration for each Offered Security and (iii) the expected closing date for such proposed Equity Offering, which closing date may not be earlier than five (5) days from the date the Offering Notice is delivered to Fury. (e) Pursuant to the Pre-Emptive Right, Fury may subscribe for up to that number of Offered Securities as described in the Offering Notice such that the Fury Percentage as at the date of the Offering Notice shall be equal to its Fury Percentage after giving effect to the proposed Equity Offering by delivering a subscription notice to the Company (the "Subscription Notice") within three (3) days from the date the Offering Notice is delivered (the "Offer Period"), provided that such Offer Period shall be reduced to 24 hours in the case of a Bought Deal financing proposal by the Company. (f) When any Offered Securities are offered to Fury pursuant to the Pre-Emptive Right, the Company will promptly accept Fury's subscription as described in the Subscription Notice for the number of Offered Securities set out in the Subscription Notice by notifying Fury of the number or amount of Offered Securities allotted to it. (g) Once provided in writing to the Company, each Subscription Notice constitutes a binding agreement by Fury to subscribe for and purchase, and by the Company to issue and sell to Fury, on the terms and conditions contained in the Offering Notice, the number or amount of Offered Securities allotted to Fury as set out in the Subscription Notice; provided, however, the closing of any purchase by Fury pursuant to a Subscription Notice shall only be consummated concurrently with and to the extent that the number of Equity Securities issued under the issuance or sale described in the Offering Notice is consummated. The Company shall have the right, at its sole discretion, for purposes of administrative ease, to complete the closing of the purchase by Fury pursuant to a Subscription Notice one (1) Business Day following the closing of the Equity Offering. Any Subscription Notice delivered in connection with an Equity Offering that is not completed either in whole or in part shall be null and void in respect that portion of the Equity Offering that is not completed. (h) If the Offered Securities are flow-through Common Shares, Fury shall be entitled to subscribe for non-flow-through Common Shares as if such securities were "Offered Securities" for the purposes of this Agreement, at the lesser of (i) the Market Price at the time of the announcement of the Equity Offering, (ii) the price at which the flow-through Common Shares are issued; and (iii) the lowest price at which any other purchaser purchases Offered Securities that are non-flow-through Common Shares in such Equity Offering. (i) For the purposes of calculating Fury's subscription entitlement in any Equity Offering pursuant to Section 3.1(d), the Company and Fury acknowledge and agree that such calculation shall be determined with reference to and shall include all Equity Securities to be acquired by subscribers in such Equity Offering, including any subscriptions or purchases pursuant to a Person's participation rights, including any pre-emptive or pro rata right, as applicable ("Existing Participation Rights"). The Company shall promptly, and in any event within one Business Day of receipt of such information from each such Person, confirm in writing to Fury the intention of each such Person to subscribe for and purchase Equity Securities pursuant to their respective Existing Participation Rights in connection with each Equity Offering, if applicable. (j) Notwithstanding anything to the contrary contained herein, this Section 3.1 will not apply to an Equity Offering in the following circumstances: (i) the number of New Securities proposed a rights offering that is open to be issued and the percentage all shareholders of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would representincluding Fury; (ii) the proposed issuance dateany share split, which shall be at least 20 Business Days from the date share dividend or capital reorganization of the Issuance Notice; andCompany or any subsidiary, provided that the beneficial shareholders of the Company or such subsidiary, as applicable, and the percentage ownership interest of each beneficial shareholder of the Company or such subsidiary, as applicable, do not change as a result thereof; (iii) an Equity Offering of Offered Securities made only to Fury or any of its Affiliates; (iv) for compensatory purposes to directors, officers, employees of or consultants to the proposed purchase price per shareCompany and its Affiliates pursuant to a security compensation plan of the Company that complies with the requirements of the TSXV (or such other exchange on which the Common Shares may become listed); (v) upon the conversion, exchange or exercise of any securities convertible into Common Shares outstanding as at the date hereof, or issued following the date hereof in compliance with this Section 3.1; (vi) pursuant to any direct or indirect acquisition of property or assets; or (vii) pursuant to, or arising in connection with, any transaction in which the Company acquires an interest in a third party, whether by way of plan of arrangement, merger, business combination, take-over bid or otherwise. (ck) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice If Common Shares or securities convertible in Common Shares are issued under subparagraphs (the “Exercise Period”j)(iv), (j)(v) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up (other than with respect to the amount exercise of New Securities equal to the product convertible securities of (x) the total number of New Securities to be issued by the Company on the issuance date issued in compliance with Section 3.1), (j)(vi) or (j)(vii), and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder provided that immediately prior to such issuance by the Fury Percentage is at least ten percent (B10%), Fury shall, for a period of two (2) years after such issuance, have a one-time right in respect of each such applicable issuance or issuances to top-up its Fury Percentage to that which would have applied at the total number time of Common Shares owned by all Initial Shareholders on such date immediately prior issuance. The top-up right must be exercised in connection with the next Equity Offering, if any, at the price of such offering, and is in addition to Fury's Pre-Emptive Right otherwise applicable to such issuance (Equity Offering. In the “Precase of convertible securities, such top-emptive Pro Rata Portion”) by delivering up right only applies in the event the convertible securities are actually exercised and in the next Equity Offering following such exercise. In the case of issuances of flow-through shares issued at a written notice premium to market, Fury may elect to dispense with the Company. Such Preflow-emptive Shareholder’s election to purchase New Securities through aspects, in which case the offering price shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above determined in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government ApprovalsSection 3.1(h). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a) The Subject to the terms and conditions specified in this Section 3.1, the Company hereby grants to each Initial Shareholder (eachInvestor, a “Prepre-emptive Shareholder”right with respect to future sales by the Company of its New Securities (as hereinafter defined). (a) If at any time during the right term of this Agreement the Company proposes to purchase its pro rata portion offer, issue, sell or otherwise dispose of shares of the Common Stock or any new Common Shares other class or series of common stock or preferred stock of the Company, or options, rights, warrants, conversion rights or appreciation rights relating thereto, or any other type of equity security that the Corporation may lawfully issue (collectively, the "New Securities") to any person or entity other than the Investors or any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person.affiliates thereof: (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above shall, prior to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set sale, give notice in accordance with Section 4.5 (a "Preemptive Notice") to the Investors setting forth the material terms purchase price of such New Securities, the type and aggregate number of New Securities to be so offered, issued, sold or otherwise disposed of, the terms, price and conditions of the proposed such offer, issuance, including:sale or other disposition and the rights, powers and duties inhering in such additional New Securities. (ic) The Investors shall have the number right (the "Preemptive Right") to acquire the percentage of such New Securities proposed to be issued and so offered, issued, sold or otherwise disposed of equal to the percentage number of shares of Common Stock then held by the Investors divided by the aggregate number of shares of the Company’s 's Common Stock and stock options outstanding Common Shares(assuming all such stock options were exercised) immediately prior to such offer, on a fully diluted basisissuance, sale or other disposition of New Securities; provided, however, that such issuance would represent; the terms and conditions of this Section 3.1 shall not apply to any offer, issuance, sale or other disposition of (i) New Securities issuable upon exercise of the Warrants, (ii) the proposed issuance dateNew Securities issued in connection with any stock split, which shall be at least 20 Business Days from the date stock dividend, or recapitalization of the Issuance Notice; and Company, (iii) New Securities issuable upon exercise of any warrant, option or convertible securities if the proposed purchase price per shareissuance thereof was subject to the pre-emptive right granted in this Section 3.1, (iv) New Securities or rights to acquire New Securities to any person or entity pursuant to a stock option plan established by the Company for the benefit of its employees, officers, directors, agents or consultants, or otherwise granted to an employee of, or consultant to, the Company in connection with such person or entity's employment or retention by the Company; (v) New Securities or rights to acquire New Securities to a person or entity in connection with the acquisition by the Company of all or a substantial portion of the stock, assets or business of such person or entity; (vi) New Securities or rights to acquire New Securities to a financial institution in connection with the making of, or the agreement to make, loans to, or other financial arrangements with, the Company by such financial institution; (vii) New Securities or rights to acquire New Securities to a person or entity in connection with license arrangements of the Company; (viii) New Securities or rights to acquire New Securities to strategic corporate investors as determined by not less than 80% of the Board of Directors; and (ix) New Securities or rights to acquire New Securities pursuant to any underwritten public offering of New Securities of the Company pursuant to an effective registration statement under the Securities Act. (cd) Each Pre-emptive Shareholder shall The Investors may exercise such Preemptive Right, in whole or in part, on the terms and conditions and for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Preemptive Notice, up by giving to the amount Company notice to such effect, within 10 days after the giving of the Preemptive Notice. The closing of the sale of New Securities equal by the Company to those exercising their Preemptive Right shall take place simultaneously with the product closing of (x) the total number sale of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Companythird parties. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following After the expiration of the Exercise Periodsuch 10-day period, the Company shall notify each Pre-emptive Shareholder in writing have the power to offer, issue, sell and otherwise dispose of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion any or all of the New Securities referred to in full (an “Exercising Shareholder”) shall have the applicable Preemptive Notice as to which no Preemptive Right has been exercised but only upon the terms and conditions, and for a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion price not lower than the purchase price, set forth in the Preemptive Notice. If the Company does not offer, issue, sell or otherwise dispose of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice referred to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance applicable Preemptive Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with on the terms and conditions set forth in the Issuance such Preemptive Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 90 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 18010-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain period, then any Government Approvals). In the event subsequent proposal by the Company has not sold such New Securities within such time periodto offer, the Company shall not thereafter issue issue, sell or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation otherwise dispose of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Equity Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable subject to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriatethis Section 3.1.

Pre-Emptive Right. If the Company or any of its Subsidiaries proposes (following approval by the Board) to sell any Equity Interest in the Company or any of its Subsidiaries to any Person in a transaction or transactions other than (a) The Company hereby grants Equity Interests issued to each Initial Shareholder (each, another entity or its owners in connection with the acquisition of all or a “Pre-emptive Shareholder”) the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (such entity or its assets that is approved in accordance with the “New Securities”) that the Company may from time to time propose to issue or sell to any Person. terms of this Agreement, (b) The Equity Interests offered to employees of the Company shall give written notice or any Subsidiary pursuant to employee benefit plans, equity incentive plans or arrangements approved by the Board in accordance with the terms of this Agreement (an “Issuance Notice”including upon the exercise of employee equity options granted pursuant to any such plans or arrangements) or (c) Equity Interests issued by a Subsidiary of any proposed issuance described in subsection (a) above the Company to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance Company or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage another Subsidiary of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder Member shall have the right to purchase directly or through any Affiliate a percentage of such Equity Interests equal to such Member’s Ownership Percentage. Any participation pursuant to this Section 3.3 shall be on the number same terms and conditions as applied to all offerees in the respective offering. In the event of Over-allotment New Securities it elected to purchase in its written notice; provideda proposed transaction or transactions, as the case may be, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion would give rise to preemptive rights of the available Over-allotment New Securities based upon Members, the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free provide notice (the “Initial Notice”) to complete the proposed issuance Members no later than ten (10) Business Days prior to the expected consummation of such transaction or sale transactions. Each Member shall provide notice of New Securities described in its election to exercise such rights within five (5) Business Days after delivery of such Initial Notice from the Issuance Company. The failure of a Member to respond to the Initial Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above affirmatively exercise its preemptive right in accordance with the terms and conditions set forth of this Agreement shall be deemed an election not to exercise its preemptive right in the Issuance Notice (except that the amount of New Securities connection with such proposed transaction or transactions. If a Member fails to be issued exercise its preemptive right with respect to all or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration any portion of the Over-allotment Exercise Period (Equity Interests subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain that preemptive right and any Government Approvals). In the event the Company has not sold such New Securities within such time periodother Member(s) exercise their preemptive rights in full, the Company shall not thereafter issue or sell any New Securities without first again offering such securities give the exercising Member(s) notice and the exercising Member(s) shall have the right to elect to purchase their pro rata share (calculated based on the exercising Member(s) Ownership Percentage) of the Equity Interests subject to the Shareholders unexercised preemptive right, all in accordance with the procedures procedure set forth above in this Section 4.013.3. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder (eachIf, a “Pre-emptive Shareholder”) at any time after the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that Closing, the Company may from time to time propose proposes to issue or sell any Equity Securities (the “Additional Securities”) in any transaction other than an Excluded Issuance, an Excluded Non-Cash Offering or a Pro-Rata Distribution (a “Share Transaction”), the Subscriber will have the right (the “Pre-Emptive Right”) to subscribe for and purchase such number of each class of Additional Securities, at the price (or, in the case of Additional Securities issued for non- cash consideration pursuant to a Non-Cash Offering other than an Excluded Non-Cash Offering, the cash equivalent of such non-cash consideration as of the date of public announcement by the Company of the Non-Cash Offering) at which such Additional Securities are offered for issue or sale to other purchasers (the “Other Purchasers”), as will enable the Subscriber, after giving effect to such Share Transaction, the exercise of the Pre-Emptive Right and any Personexercise of pre-emptive or similar rights held by any other person, to maintain the Subscriber Ownership Percentage (calculated as of the time immediately following the completion of: (i) in respect of the first Share Transaction following the Closing Date (other than a Minor Share Transaction in respect of which the Subscriber does not exercise its Pre-Emptive Right), the Closing; and (ii) in respect of any subsequent Share Transaction, the closing of the previous Share Transaction (other than a Minor Share Transaction in respect of which the Subscriber did not exercise its Pre-Emptive Right); (in either case, the “Prior Share Transaction”)) of each class of Additional Securities. (b) The If the Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above proposes to issue or sell Additional Securities pursuant to a Share Transaction giving rise to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuanceEmptive Right, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a will give written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) Subscriber (the “Over-allotment Initial Rights Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more not less than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.eight

Pre-Emptive Right. (1) Any issuance of Common Shares or other equity securities of the Parent is subject to this Section 13.6 other than: (a) The Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Shareholder”) as the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company Investors may from time to time propose to issue or sell to any Person.otherwise unanimously agree in writing; (b) the conversion of the Notes in accordance with this Agreement; (c) upon the exercise of outstanding options or warrants of the Parent; (d) as consideration for a Permitted Acquisition; or (e) in connection with a firm commitment underwritten public offering by the Parent. (2) The Company shall or Parent must give written notice (an “Issuance "Offering Notice”") of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting Investors each time an offering of Common Shares or other equity securities of the Board at which any such issuance or sale Parent is approvedsubject to this Section 13.6. The Issuance Offering Notice shall set forth must specify the material terms and conditions of the proposed issuanceoffering, including: : (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (Ba) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance or other securities of the Parent which are being offered (the “Pre-emptive Pro Rata Portion”"New Securities"); (b) the rights, privileges, restrictions, terms and conditions of the New Securities; (c) the consideration for each New Security; and (d) the closing date of the offering (which date may not be earlier than 30 days from the date the Offering Notice is delivered). (3) Each Investor entitled to receive an Offering Notice pursuant to Section 13.6(2) may subscribe for its Proportionate Interest of the New Securities by delivering a written an irrevocable and unconditional subscription notice to the Company. Such Pre-emptive Shareholder’s election Administrative Agent (the "Subscription Notice") within 15 days from the date the Offering Notice is delivered to purchase New Securities shall be binding and irrevocablesuch Investor (the "Offer Period"). (d4) No later than five Business Days If an Investor fails to deliver a Subscription Notice within the Offer Period, then any right of the Investor to subscribe for any of the New Securities is extinguished. In such case, during the 90 day period following the expiration expiry of the Exercise Offer Period, the Company shall notify Parent is entitled to allot and issue the New Securities to any other Persons. Any such allotment and issuance must be at the same or higher price and otherwise on the same terms and conditions as contained in the Offering Notice. If any of the New Securities are not issued within the 90 day period, the Parent must, before allotting and issuing them to any Person, again comply with this Section 13.6. (5) Each Investor who has subscribed for New Securities will be allotted and will purchase that Investors’ Proportionate Interest of the New Securities. Where a Investors’ pro rata interest results in a fraction of a New Security being allotted to an Investor, the number or amount of New Securities allotted to that Investor will be increased or decreased, with 0.5 of a New Security being increased, to the nearest whole number of New Securities. (6) If the Offered Securities are allotted to Investors under Section 13.6(5) the Parent will accept the subscriptions for their allotted number of New Securities by immediately notifying each Pre-emptive Shareholder in writing Investor who subscribed for New Securities of the number of New Securities allotted to that each Pre-emptive Shareholder has agreed Investor. Subject to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”13.6(7), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotmentonce accepted, each Exercising Shareholder shall have Subscription Notice constitutes a binding agreement by the right Investor to subscribe for and purchase or advance, and by the number of Over-allotment New Securities it elected Parent to purchase in its written notice; providedissue and sell to that Investor, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with on the terms and conditions set forth contained in the Issuance Notice (except that Offering Notice, the amount number of New Securities allotted to be issued or sold by the Company may be reducedInvestor. (7) so long as such issuance or sale is closed within 180 days after the expiration The obligation of the Over-allotment Exercise Period (subject Parent to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering to an Investor is subject to and conditional on the issuance of such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01being exempt from all registration and prospectus requirements under applicable securities laws. (f) Upon 8) The Investors’ pre-emptive rights under this Article 13 will terminate upon the consummation closing of an underwritten public offering by the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriateParent.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder Provided that the Shareholders own, in the aggregate, at least 10% of the outstanding Shares (eachon a non-diluted basis), a “Pre-emptive Shareholder”) as of the applicable time, no Shares or other voting or equity securities or securities convertible into or exchangeable for Shares or other voting or equity securities or an option or other right to purchase its pro rata portion of acquire any new Common Shares (such securities other than any Excluded Securities) to an Affiliate thereof (the “New Issued Securities”) that will be issued by the Company may from or any of its subsidiaries and no option or other right for the purchase of or subscription for any Issued Securities will be granted at any time to time propose to issue or sell to any Personafter the date hereof except in compliance with the following provisions. (b) The If the Company or any of its subsidiaries proposes to issue, distribute or offer any Issued Securities, the Shareholders shall give written notice (an “Issuance Notice”) of any proposed issuance described be entitled to participate in subsection (a) above such issuance, distribution or offering on a pro rata basis, but only to the Pre-emptive Shareholders within extent necessary to maintain 9477179’s direct and indirect effective pro rata ownership interest in the Company. At least five Business Days following prior to the closing of any meeting such proposed offering, the Company shall deliver to 9477179 (on its own behalf and on behalf of the Board at which any such issuance or sale is approvedShareholders) a notice in writing offering the Shareholders the opportunity to subscribe for a pro rata number of Issued Securities. The Issuance Notice shall set forth offer will contain a description of the material terms and conditions relating to the Issued Securities and will, to the extent known, state the price at which the Issued Securities will be issued, distributed or offered and the date on which such issuance, distribution or offering of Issued Securities is to be completed and will state that the Shareholders, if any wish to subscribe for Issued Securities, may do so only by 9477179 (on behalf of such Shareholder) giving written notice of the proposed issuance, including: exercise of the subscription right granted hereby to the Company within two Business Days after the date upon which the notice contemplated hereby is received by the Shareholder (i) the number of New Securities proposed or deemed to be issued received pursuant to Section 8.5), provided that if the Company receives a “bought deal” letter (which for the purposes of Section 3.1(b) and (c) means a fully underwritten commitment from an underwriter or underwriters) relating to such Distribution, 9477179 shall have not less than 48 hours from the percentage time the Company advises them of such “bought deal” to provide the written notice to the Company specified in this Section 3.1(b). The Shareholders will be entitled to participate in the issuance of the Issued Securities at the most favourable price and on the most favourable terms as such Issued Securities are to be offered to any party, excluding commissions and other transaction expenses paid by the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a If any of the Issued Securities of any issue are not subscribed by the Shareholders within the period of 15 two Business Days following after they are offered to the receipt of an Issuance Notice Shareholders (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth or in the Issuance Noticeevent that the Company receives a “bought deal” letter, up the applicable subscription period provided to the amount Shareholders which shall not be less than 48 hours from the time the Company advises them of New such “bought deal”), the Company or its relevant subsidiary may offer such unsubscribed Issued Securities equal within the period of 90 days after the expiration of such notice period to any Person, but the price at which such Issued Securities may be issued will not be less than the subscription price offered to the product Shareholders and the terms of (x) the total number of New payment for such Issued Securities to will not be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior more favourable to such issuance by (B) Person than the total number terms of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice payment offered to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocableShareholders. (d) No later than five Business Days following the expiration of the Exercise Period, If the Company shall notify each Pre-emptive Shareholder in writing or any of the number of New Securities that each Pre-emptive Shareholder has agreed its subsidiaries proposes to purchase (including, grant an option or other right for the avoidance purchase of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”)or subscription for Issued Securities, such Exercising Shareholder may purchase all option or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice other right will also be made available to the Company (within five Business Days of receipt of Shareholders as nearly as may be possible in accordance with the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholdersforegoing. (e) The Company right to subscribe for Issued Securities under this Section 3.1 or to participate in any grant of an option or other right to acquire or subscribe for Issued Securities and the legal or beneficial ownership of such right to subscribe, may be assigned in whole or in part among 9477179 and its Affiliates, provided that written notice of any such assignment shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject sent promptly to the extension of such 180-day period for a reasonable time not to exceed 270 days to other parties and the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01Company. (f) Upon If any Shareholder exercises its right to subscribe for Issued Securities granted under Section 3.1(b), then the consummation Company shall, subject to the receipt and continued effectiveness of all required approvals (including the approval(s) of the issuance of Toronto Stock Exchange and any New other stock exchange or over-the-counter market on which the Shares or Issued Securities in accordance with this Section 4.01are then listed and/or traded and any required approvals under Applicable Securities Laws), which approvals the Company shall deliver use all commercially reasonable efforts to each Exercising Shareholder certificates promptly obtain (including by applying for any necessary price protection confirmations and seeking shareholder approval (if any) evidencing the New Securitiesrequired)), which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable issue to the actions such Shareholder, against payment of the purchasers subscription price payable in respect thereof), and the that number of Issued Securities so subscribed for by such Shareholder. The Company shall use its commercially reasonable efforts to list the Issued Securities (or the underlying securities into which such Issued Securities are convertible or exchangeable) subscribed for by a Shareholder pursuant to this Article 3 on each such securities exchange or quotation system on which such Issued Securities (or the underlying securities into which such Issued Securities are convertible or exchangeable) are already listed or quoted (if such Issued Securities are not already so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary listed or appropriatequoted).

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder (eachExcept as otherwise provided in Section 3.3(d), a “Pre-emptive Shareholder”) no additional Shares shall be allotted or issued unless and until the Voting Shareholders are first granted the right by notice in writing, and exercisable for a period of not less than thirty-five (35) days from the date of receipt or deemed receipt of such notice, to subscribe for and purchase its pro rata portion the Shares to be allotted and issued in the Sharing Ratio. Payment of any new Common Shares the subscription price shall be made by cash or certified cheque no later than the first business day after the expiration of the thirty-five (other than any Excluded Securities35) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Personday option period. (b) The Company If one or more of the Voting Shareholders is prepared to subscribe for his pro rata proportion of the additional Shares (the "Accepting Shareholder" in this Section 3.3) but one or more of the other Voting Shareholders is not prepared to do so (the "Declining Shareholder" in this Section 3.3), then each of the Accepting Shareholders shall be advised in writing (the "Follow-up Offer" in this Section 3.3) by the Corporation within five (5) days of the expiration of the thirty-five (35) day option period and each of the Accepting Shareholders shall (in addition to the Shares which the Accepting Shareholder has agreed to subscribe for under Subsection 3.3(a)) have the first right and option to subscribe for such portion of the additional Shares as had not been subscribed for by the Declining Shareholders as is determined by the fraction having, as it numerator, the number of Shares then held by such Accepting Shareholder (including Shares held by an Affiliated Person) and, as its denominator, the number of Shares then held by all of the Accepting Shareholders (including Shares held by an Affiliated Person) who accept the Follow-up Offer or in such other proportions as may be agreed to by all the Accepting Shareholders. Each of the Accepting Shareholders shall have a period of five (5) days following delivery of the Follow-up Offer to give written notice to the Corporation of his acceptance of the Follow-up Offer, failing which the Accepting Shareholders shall be deemed to have refused the Follow-up Offer. Payment of the subscription price for Shares subscribed pursuant to the Follow-up Offer shall be made by cash or certified cheque no later than the first business day after the expiration of the five (an “Issuance Notice”5) day option period. (c) Any Shares which have not been acquired by the Voting Shareholders pursuant to this Section 3.3 may, at the discretion of the board of directors of the Corporation, be issued to a subscriber other than a Voting Shareholder, acceptable to the board of directors, within five (5) days after the expiration of the thirty-five (35) day option period referred to in Subsection 3.3(a) or, if there is a Follow-up Offer, within five (5) days after the delivery of the Follow-up Offer, at the same price and on the same terms that the Shares were offered to the Voting Shareholders and so on from time to time. Additionally, no Shares of any proposed issuance described class or series shall be issued by the Corporation to any person who is not then a Shareholder, whether pursuant to any presently outstanding agreements, calls, commitments, options, subscriptions, warrants or other rights or privileges to acquire any of the Shares or otherwise, without the allottee first entering into an agreement agreeing to be bound (i) if the applicable Shares are Voting Shares, by this Agreement and the Unanimous Shareholders Agreement or (ii) if the applicable Shares are Non-Voting Shares, by the Unanimous Shareholders Agreement, in subsection either case in the same manner as if such person had been an original party hereto or thereto. (ad) above The provisions of this Section 3.3 shall apply, mutatis mutandis, to any issue of debt or other securities which are convertible into Shares or which carries with it an option, warrant or other right or privilege to acquire any Shares. Notwithstanding anything to the Pre-emptive Shareholders within five Business Days following any meeting contrary in this Section 3.3, the provisions of the Board at which any such issuance or sale is approved. The Issuance Notice this Section 3.3 shall set forth the material terms and conditions of the proposed issuance, includingnot apply to: (i) the number issuance of New Securities proposed options or Shares pursuant to be the exercise of options, in both cases issued and under the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would representESOP; (ii) the proposed issuance date, which shall be at least 20 Business Days from of Shares in connection with the date closing of a Public Offering; (iii) a conventional debt financing by the Issuance NoticeCorporation with an institutional lender; and (iiiiv) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period any financing with any level of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued government or based upon research and development tax credits where such financing has been duly approved by the Company on the issuance date and (y) a fraction determined by dividing (A) the number board of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration directors of the Exercise PeriodCorporation. In any event, the Company without in any way limiting Castleco's rights under this Agreement, Castleco shall notify each Pre-emptive Shareholder in writing not, as an individual Shareholder, thwart reasonable and duly authorized efforts of the number of New Securities that each Pre-emptive Shareholder has agreed Corporation to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right raise additional capital or attract additional shareholders pursuant to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders3.3. (e) The Company shall be free right of each of NBTel, Newbridge and Celtic to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to acquire any New Securities not elected to be purchased Shares pursuant to this Section 4.01(c) and Section 4.01(d) above in accordance with 3.3 is subject to limitations on the terms and conditions set forth in the Issuance Notice (except that the amount acquisition of New Securities to be issued or sold Shares imposed on each such Shareholder by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01Respective Shareholder Cap. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder (each, a “3.1 Pre-emptive ShareholderRight.‌ (1) So long as the Investor’s Ownership Percentage is at least 5% of the Common Shares, each time the Company proposes to issue (the “Proposed Issuance”) the right to purchase its pro rata portion of any new Common Shares or Convertible Securities or other securities of the Company (other than any Excluded Securities) (in this Section 3.1, the “New Securities”) that ), the Company may from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within Investor of the Proposed Issuance as soon as possible and, in any event, no less than five (5) Business Days following or, in the case of a “bought deal” offering, no less than one (1) Business Day prior to the earlier of (i) the Company entering into a binding agreement with any meeting of Person providing for such Proposed Issuance, and (ii) the Board at which any Company publicly announcing such issuance or sale is approved. Proposed Issuance.‌ (2) The Issuance Notice shall set forth constitute an offer by the material terms and conditions of Company to the proposed issuance, including: (i) the Investor to subscribe to such number of New Securities that is equal to the Investor’s Ownership Percentage (in this Section 3.1, its “Proportionate Entitlement”) immediately prior to the Proposed Issuance, at the subscription price and on such other terms at which such New Securities are proposed to be issued and sold to other purchasers in the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent;Proposed Issuance. (ii3) The Issuance Notice shall include:‌ (a) the proposed issuance date, which shall be total number of each class and series of securities outstanding as at least 20 Business Days from the date of the Issuance Notice; and; (iiib) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period number of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchaseeach type, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number class and series of New Securities to be issued offered in the Proposed Issuance; (c) the proposed price on a per security basis payable for the New Securities, including any deemed price in accordance with Section 3.1(8); (d) the proposed closing date for such Proposed Issuance; and (e) any other material terms of the Proposed Issuance. Further, any material information in respect of the Proposed Issuance not provided to the Investor in the Issuance Notice because it is not then known shall be provided forthwith upon becoming known to the Company. The offer constituted by each Issuance Notice shall be irrevocable and shall remain open for acceptance by the Investor for a period of five (5) Business Days after the date the Issuance Notice was given in accordance with this Agreement (the “New Issuance Expiry Time”). (4) The Company on will use its commercially reasonable efforts to provide the issuance date and Investor with such information concerning the Company as the Investor may reasonably request for purposes of evaluating the Issuance Notice as soon as practicable following the delivery of the Issuance Notice. (y5) a fraction determined by dividing (A) The Investor shall have the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance right (the “Pre-emptive Pro Rata PortionRight”), exercisable by notice (the “Participation Exercise Notice”) by delivering a written notice given to the Company. Such Pre-emptive Shareholder’s election Company within the New Issuance Expiry Time, to purchase accept the offer constituted by the Issuance Notice to subscribe for its Proportionate Entitlement of the New Securities shall be binding and irrevocable. (d) No later or, if it wishes to subscribe for less than five Business Days following the expiration of the Exercise Periodits Proportionate Entitlement, the Company shall notify each Pre-emptive Shareholder in writing of the to subscribe for a number of New Securities that each Pre-emptive Shareholder has agreed which is less than its Proportionate Entitlement. If no notice is given by the Investor under this Section 3.2(4), the Investor shall be deemed to purchase have rejected the offer made available to it to subscribe for New Securities.‌ (including, for 6) If the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising Investor exercises its right to purchase its Pre-emptive Pro Rata Portion acquire some or all of the Proportionate Entitlement, subject to the receipt of any required regulatory approvals (including approval for listing of the New Securities in full on the CSE or any stock exchange on which the Company’s securities are then listed), which approvals the Company will use its commercially reasonable efforts to promptly obtain (an “Exercising Shareholder”) shall have a right of over-allotment such that if including by applying for any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion necessary price protection confirmations), the closing of the purchase by the Investor of its New Securities (eachwill occur on the date indicated by the Investor in the Participation Exercise Notice, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or but in any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If event not more than one Exercising Shareholder elects to exercise its right thirty (30) days from the later of over-allotment(i) the Participation Exercise Notice, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.and

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder and the Xxxxxxx Shareholder (each, a “Pre-emptive Shareholder”) the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.validly

Pre-Emptive Right. Until an IPO or Company Sale, each shareholder holding at least 5% of the outstanding share capital of the Company (a) The Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Qualified Shareholder”) the shall have a pre-emptive right to purchase its pro rata portion of any new Common Shares New Securities (other than any Excluded Securities) (the “New Securities”as defined in Section 8.1) that the Company may may, from time to time time, propose to issue or sell to any Personand issue. (b) The Company 8.1 In this Section 8, “New Securities” shall give written notice (an “Issuance Notice”) mean any shares of the Company, whether now or hereafter authorized, and rights, options, convertible instruments or warrants to purchase said shares, and securities of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance type whatsoever that are, or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuancemay become, including: convertible into said shares, other than (i) employee stock options and employee share grants under the number Company’s equity incentive plans; (ii) issuances of New Securities proposed to be issued and the percentage Company securities in connection with a bona fide loan or credit facility of a third party financial lender; (iii) issuance of Company securities in an IPO of the Company’s outstanding Common Shares; (iv) issuances of Company securities pursuant to an acquisition by the Company of another company or business; (v) issuances of Company securities in connection with any pro rata stock splits, on a fully diluted basisdividends, that such issuance would represent; distributions, combinations, reclassifications or similar events; and (iivi) issuances exempted from preemptive rights if approved by the proposed issuance date, which shall be shareholders owning at least 20 Business Days from 75% if the date outstanding shares of the Issuance Notice; and (iii) the proposed purchase price per shareCompany. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of 8.2 Any New Securities to be issued by the Company on shall first be offered by the issuance date and (y) a fraction determined Board by dividing (A) written notice of offer to the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Qualified Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata PortionRights Notice”) pro rata to their respective holdings then held by delivering a them as of the date of the Rights Notice. Such Rights Notice shall state the terms, including without limitation the price per share, of the proposed allotment, and any such shareholder may accept such offer, as to all or any part of the shares so offered to him, by giving the Company written notice of acceptance within twenty (20) days after being served with the Rights Notice and effecting full payment therefore thereafter. Any of the New Securities which a Qualified Shareholder fails or declines to acquire as aforesaid shall be re-offered, in the manner prescribed in the foregoing provisions of this Section 8.2, to the Companyother Qualified Shareholders who submitted notices of acceptance as to all the New Securities initially offered to them pursuant hereto, in proportion to their respective shareholdings. Such Pre-emptive Shareholder’s election Even if the Qualified Shareholders who elect to purchase New Securities elect to purchase in the aggregate less than 100% of the New Securities, the New Securities so elected to be purchased shall be binding and irrevocablesold to such shareholders in accordance with such elections. 8.3 Any of the New Securities which are not accepted by the Qualified Shareholders as aforesaid may be subsequently allotted without restriction, but only on terms no more favorable to the allottee than the terms offered to the Qualified Shareholders. Any of the New Securities not so allotted within ninety (d90) No later than five Business Days following days from the expiration of the Exercise Period, re-offer described above shall again be subject to all the Company shall notify each Pre-emptive Shareholder in writing provisions of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders8. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a1) The Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Shareholder”) From the right to purchase its pro rata portion Closing Date of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above Capital Increase to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage Qualified IPO of the Company’s outstanding Common Shares, on a fully diluted basisif the Company increases its registered capital or issues shares in any form, that such issuance would represent; (ii) this Agreement and the proposed issuance date, which Articles of Association shall be at least 20 Business Days from apply and the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder Investor shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, subscribe for the newly increased registered capitals or issued shares of the Company at the purchase same price set forth and under the same conditions in proportion to its then shareholding percentage in the Issuance Notice, up Company in preference to the amount other shareholders of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata PortionRight”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable). (d2) No later than five Business Days following In the expiration of event the Exercise PeriodCompany increases its registered capital or issues shares in any form, the Company shall deliver a written notice (the “Participation Notice”) to all the Investors at least fifteen (15) Business Days in advance, the Participation Notice shall include the price and conditions (including the number of new shares) of the newly increased registered capitals or issued shares, and shall, at the same time, make an offer letter to invite the Investors to subscribe for the newly increased registered capitals or issued shares of the Company at said price and conditions. (3) The Investor shall notify each the Company in writing whether it will exercise the Pre-emptive Shareholder in writing Right within ten (10) Business Days after the receipt of such offer letter (the “Exercise Period of Pre-emptive Right”), and if the Investor decides to exercise the Pre-emptive Right, it shall make a written undertaking of exercising the Pre-emptive Right at the same time and state the number of New Securities that each Pre-emptive Shareholder has agreed shares it proposes to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholdersexercise. (e4) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(cWithin ninety (90) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days Business Days after the expiration of the Over-allotment aforesaid Exercise Period of Pre-emptive Right (subject to if applicable, as the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvalscase may be). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue may enter into a capital increase contract or sell any New Securities without first again offering such securities similar agreement with respect to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation remaining portion of the issuance proposed newly increased registered capitals or issued shares which is not applicable to the Pre-emptive Right or has not been subscribed; provided, however, that such capital increase contract or similar agreement may not provide for terms and conditions more favorable than the price and conditions specified in the Participation Notice. If the Company fails to enter into a capital increase contract or similar agreement after the aforesaid ninety (90) Business Days, the Pre-emptive Right shall re-apply to the aforesaid remaining portion of any New Securities the newly increased registered capitals or issued shares again in accordance with this Section 4.01, Article 3.1. (5) This Article 3.1 shall not apply to a capital increase carried out for the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear implementation of any Liens (employee equity incentive plan or other than those arising hereunder incentive arrangements approved by the Investor Directors, or under Applicable Law and those attributable to a capital increase carried out for the actions implementation of the purchasers thereof)adjustments under Article 3.6, and or any increase of registered capital proportionally to all shareholders by resolution of the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price shareholders’ meeting for the New Securities purchased purpose of realizing profits or by it by wire transfer of immediately available funds. Each party to transferring the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriatecapital surplus.

Pre-Emptive Right. 3.1 If, at any time after the Effective Date, the Company proposes to issue new Securities (aexcept as provided in Clause 3.8 below) The Company hereby grants to (“Proposed Issuance”), so long as a Minority Shareholder or any of its Permitted Affiliates holds or owns Securities (each Initial Shareholder (eachan “Offeree”), a “Pre-emptive Shareholder”) an Offeree shall have the right (but not the obligation) to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described participate in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuanceProposed Issuance, including: (i) the by subscribing to up to such number of New new Securities proposed to be issued and in the percentage Proposed Issuance which is proportionate to such Offeree’s then existing shareholding in the Company on a Fully Diluted Basis (“Pre-Emptive Entitlement”). 3.2 The Parties agree that each Offeree shall be entitled to participate in the Proposed Issuance either by himself/herself/itself and/or any Permitted Affiliate(s) which is identified to participate in such Proposed Issuance, subject to such Permitted Affiliate executing a Deed of Adherence, on or before subscribing to any Securities as part of the Company’s outstanding Common SharesProposed Issuance. For the avoidance of doubt, on it is hereby clarified that in case the Proposed Issuance is undertaken by way of a fully diluted basisrights issue of Securities, a Minority Shareholder or any of its Permitted Affiliates that such issuance would represent; (ii) the proposed issuance date, which holds any Securities shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) not have the right to elect irrevocably to purchaserenounce its Pre-Emptive Entitlement (or any part thereof) in favour of any Person who is not a Permitted Affiliate. 3.3 In case of a Proposed Issuance, at the purchase price set forth in Company shall give the Offerees a written notice of any such Proposed Issuance (“Pre-Emptive Offer Notice, up to the amount of New Securities equal to the product of ”) and such Pre-Emptive Offer Notice shall specify: (xa) the total specific details of the number and class of New Securities proposed to be issued by the Company on and the issuance date Pre-Emptive Entitlement of each Offeree in the Proposed Issuance; (b) the price per Security for the Proposed Issuance; (c) the manner and time of payment of the subscription amount for subscribing to any Securities as part of the Proposed Issuance; and (y) a fraction determined by dividing (Ad) the number proposed date of Common Shares owned by consummation of the Proposed Issuance, which shall be no earlier than 10 (ten) days from the date of such notice (collectively, “Offered Terms”). 3.4 Within 20 (twenty) days from the date on which the Pre-emptive Shareholder immediately prior Emptive Offer Notice is received by an Offeree (“Offer Period”), such Offeree shall have the right to such issuance communicate in writing its election to subscribe to up to all of its Pre-Emptive Entitlement by delivering a written notice in this regard to the Company (B“Pre-Emptive Acceptance Notice”). The Pre-Emptive Acceptance Notice shall also specify: (a) whether the Offeree proposes to subscribe to Securities in the Proposed Issuance by itself and/or through or along with any Permitted Affiliate(s); and (b) the total number of Common Shares owned Securities that it proposes to subscribe to, whether by all Initial Shareholders on such date immediately prior itself and/or through or along with its Permitted Affiliate(s) specified in (a) above, which may be less than or equal to such issuance (the “Offeree’s Pre-emptive Pro Rata Portion”) by delivering Emptive Entitlement. If any Offeree does not provide a written notice Pre-Emptive Acceptance Notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities Company within the Offer Period, then such Offeree shall be binding and irrevocable.deemed to have rejected the Offered Terms. SHAREHOLDERS’ AGREEMENT 3.5 Simultaneously with the allotment of Securities to any other Person(s) (dincluding any other Shareholder(s)) No later than five Business Days following the expiration as part of the Exercise PeriodProposed Issuance, the Company shall notify allot to each Offeree who has delivered a Pre-emptive Shareholder Emptive Acceptance Notice to the Company within the Offer Period and/or any Permitted Affiliate(s) nominated by such Offeree in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion Emptive Acceptance Notice, the total number of the New Securities that it wishes to subscribe to in full (an “Exercising Shareholder”) shall have a right terms of over-allotment such that if any other Offeree’s Pre-emptive Shareholder fails Emptive Acceptance Notice. 3.6 Where an Offeree does not, whether by itself and/or through its Permitted Affiliate(s), subscribe to exercise its right under this Section 4.01 to purchase all or any part of its Pre-emptive Pro Rata Portion Emptive Entitlement, the Company shall be entitled to issue such unsubscribed portion of Securities forming part of the New Securities Proposed Issuance to any Person (each, a “Nonincluding Mold-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment Tech and/or its Affiliates) within 120 (one hundred and twenty) days from the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days date of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions Emptive Offer Notice by all Offerees, subject to: (a) such issuance of Securities being undertaken by the Exercising Shareholders. (e) The Company shall be free to complete on terms which are the proposed issuance same or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance inferior as compared with the terms and conditions Offered Terms, including at a price per Security which is either equal to or higher than the price per Security set forth in the Pre-Emptive Offer Notice; and (b) any such Person which subscribes to such Securities executing and delivering to the Company a Deed of Adherence prior to allotment of any Securities by the Company to it. 3.7 If the unsubscribed portion of Securities forming part of any Proposed Issuance Notice are not issued and allotted by the Company to any Person (except that the amount of New including Mold-Tech and/or its Affiliates) referred to under Clause 3.6 above, then, thereafter, no Securities shall be issued or allotted or offered to be issued or sold allotted by the Company may without complying afresh with the provisions of Clauses 3.1 to 3.6. The above period of 120 (one hundred twenty) days shall be reducedextended for any additional period necessary for obtaining any Governmental Approval(s) so long as such issuance or sale is closed within 180 days after required in connection with the expiration issue and allotment of Securities to any Person (including Mold-Tech and/or its Affiliates) referred to under Clause 3.6 above. 3.8 The provisions of this Clause 3 (Pre-Emptive Rights) shall not apply to: (a) grant of any employee stock options (“ESOP”) pursuant to any ESOP scheme of the Over-Company (if any); and/or (b) allotment Exercise Period (subject of any Securities pursuant to the extension exercise of any such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders ESOP granted and vested in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation any ESOP scheme of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any); and/or (c) evidencing the New Securities, which New Securities shall be issued free and clear conversion of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and convertible Securities issued by the Company shall so represent and warrant by complying with the provisions of Clauses 3.1 to the purchasers thereof3.7 above; and/or (d) any stock split, and further represent and warrant to such purchasers that such New Securities shall beconsolidation, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to or other similar corporate action taken by the Company the purchase price for the New Securities purchased by it by wire transfer in respect of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriateits Securities.

Pre-Emptive Right. (a) The Subject to the terms and conditions of this Section 4.1 and applicable securities laws, the Company hereby grants to (i) each Initial Shareholder Stockholder Party, (ii) each Management Holder and (iii) each other Person who hereafter becomes a Stockholder Party that holds at least 10,000 shares of Common Stock, in each case that is at the time of the proposed issuance or sale covered by this Section 4.1 an “accredited investor” within the meaning of the Securities Act and Rule 501 promulgated thereunder (each, a “Pre-emptive ShareholderStockholder”) ), the right to purchase up to its pro rata portion of any new Common Shares Company Stock (other than any Excluded SecuritiesIssuances) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Personparty. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection (a) above to the each Pre-emptive Shareholders Stockholder within five ten (10) Business Days following any meeting approval of the Board at which any such issuance or sale is approvedin accordance with Applicable Law and this Agreement. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common SharesStock, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days thirty (30) days from the date of the Issuance Notice; (iii) the number of New Securities that such Pre-emptive Stockholder is entitled to purchase pursuant to Section 4.1(c); and (iiiiv) the proposed purchase price per share. (c) Each Pre-emptive Shareholder Stockholder shall for a period of 15 thirty-five (35) Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of shares of Common Shares Stock owned by such Pre-emptive Shareholder Stockholder immediately prior to such issuance by (B) the total number of shares of Common Shares owned by all Initial Shareholders Stock outstanding on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive ShareholderStockholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five (5) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder Stockholder in writing of the number of New Securities that each Pre-emptive Shareholder Stockholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder Stockholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising ShareholderStockholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder Stockholder fails to exercise its right under this Section 4.01 4.1 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising ShareholderStockholder”), such Exercising Shareholder Stockholder may purchase all or any portion of such Non-Exercising ShareholderStockholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder Stockholder is willing to purchase within three (3) Business Days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising ShareholderStockholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder Stockholder elects to exercise its right of over-allotment, each Exercising Shareholder Stockholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the overOver-allotment New Securities are over-subscribed, each Exercising Shareholder Stockholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising ShareholdersStockholders. No later than three (3) Business Days prior to the closing of the issuance of the New Securities pursuant to an Issuance Notice, the Company shall give a written notice (the “Over-allotment Allocation”) informing each Exercising Stockholder who has elected to purchase any of the Over-allotment New Securities of the exact number of Over-allotment New Securities that each such Exercising Stockholder is obligated to purchase hereunder. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c4.1(c) and Section 4.01(d4.1(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 sixty (60) days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day sixty (60)-day period for a reasonable time not to exceed 270 an additional 60 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders Stockholders in accordance with the procedures set forth in this Section 4.014.1. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.014.1, the Company shall deliver to each Exercising Shareholder Stockholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders Stockholders and after payment therefor, duly authorized and authorized, validly issued, fully paid and non-assessable. Each Exercising Shareholder Stockholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate. (g) Notwithstanding anything contained herein to the contrary, in lieu of complying with the provisions of Article IV, the Company may issue a Pre-emptive Pro Rata Portion of the New Securities to any one or more Pre-emptive Stockholders, provided that each other Pre-emptive Stockholder will have the right to purchase up to its Pre-emptive Pro Rata Portion of any New Securities following such issuance, upon the terms and subject to the conditions contained in this Article IV, mutatis mutandis.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder and the Xxxxxxx Shareholder (each, a “Pre-emptive Shareholder”) the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all the Initial Shareholders and the Xxxxxxx Shareholder on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, provided that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Pre-emptive Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate. (g) If Northshore or Bayshore proposes at any time to issue or sell to any Person any Northshore Shares or Bayshore Shares (or any other capital stock thereof) in respect of which the Initial Shareholders and the Xxxxxxx Shareholder would have had preemptive rights pursuant to the Northshore Shareholders’ Agreement or the Bayshore Shareholders’ Agreement, the Company shall cause Northshore or Bayshore, as applicable, to grant each Initial Shareholder and the Xxxxxxx Shareholder the right to purchase (at the Company’s option, either directly or indirectly through such Shareholder’s ownership of the Company) such Shareholder’s pro rata portion (determined by reference to such Shareholder’s indirect interest in Northshore (excluding from such calculation equity held by Atrium Nominees) or Bayshore, as applicable, immediately prior to such issuance) of any such new Northshore Shares or Bayshore Shares (or such other capital stock), and the Company and the other parties (as applicable) shall cooperate in good faith in order to negotiate amendments to the Second Amended and Restated Northshore Shareholders’ Agreement or to prepare a shareholders’ agreement with respect to Bayshore to give effect to such right or the exercise of such right (and the attendant rights and obligations of the other parties). The preemptive rights provisions in the Northshore Shareholders’ Agreement or the Bayshore Shareholders’ Agreement, as applicable, shall apply to any such issuances and purchases mutatis mutandi.

Pre-Emptive Right. (a) The Company hereby grants Any Shares in the capital of Holdco of a class to each Initial Shareholder (eachbe issued by Holdco, or other securities, convertible into Shares, other than a “Pre-emptive Shareholder”) Public Offering and other than senior secured debt, such additional Shares or securities hereinafter referred to as "ADDITIONAL SECURITIES", shall first be offered by Holdco to all the right to purchase its pro rata portion then Shareholders holding shares of that class in their respective Proportionate Share; provided, however, that the first issue by Holdco of any new Common Shares (class of its shares other than any Excluded Securities) (the “New Securities”) that the Company may from time Voting Shares shall first be offered to time propose to issue or sell to any Personall then Shareholders holding Voting Shares in their respective Proportionate Share of Voting Shares. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above In addition to the Preits pre-emptive rights contained in Section 4.1(a), Clairvest shall also have a right of first refusal, exercisable by Clairvest within twenty (20) days from Clairvest's receipt of notice of Holdco's intention to issue Additional Securities, to subscribe for, purchase or finance all such Additional Securities that the Management Shareholders within five Business Days would otherwise be entitled to subscribe for, purchase or finance pursuant to this Section 4.1 ("MANAGEMENTS' ADDITIONAL SECURITIES"), provided however that Clairvest's right of first refusal shall be exercisable upon the following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, includingterms: (i) the number if at any time, Clairvest is a Shareholder and owns less than 30% of New Securities proposed to be issued and the percentage of the Company’s outstanding Common all Shares, on a fully diluted basis, that such issuance would representit shall have the right to subscribe for, purchase or finance, at Clairvest's discretion, up to 75% of all Managements' Additional Securities; (ii) if at any time, Clairvest owns 30% or more of all outstanding Shares on a fully diluted basis, and such Share ownership is not more than 99% of all outstanding Shares owned by Gaspxx and Krediet in aggregate, on a fully diluted basis, Clairvest shall have the proposed issuance dateright to subscribe for, which shall be purchase or finance, at least 20 Business Days from the date Clairvest's discretion, up to 50% of the Issuance Notice; and (iii) the proposed purchase price per shareall of Managements' Additional Securities. (c) Each Pre-emptive Shareholder shall for a period Within twenty (20) days of 15 Business Days following the receipt of an Issuance Notice (notice of Holdco's intention to issue Additional Securities, any Shareholder who wishes to acquire its Proportionate Share or less of Additional Securities shall submit a subscription therefor to the “Exercise Period”) have secretary of Holdco. Such 10 10 subscription shall specify the right to elect irrevocably number, if any, of Additional Securities in excess of its Proportionate Share the Shareholder desires to purchase. If any Shareholder does not subscribe for its Proportionate Share, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities unsubscribed shares shall be binding and irrevocableused to satisfy the subscription of the Shareholders for shares in excess of their Proportionate Share. (d) No later If the subscriptions in excess are more than five Business Days following sufficient to exhaust the expiration unsubscribed shares, the unsubscribed shares shall be divided pro-rata among the Shareholders desiring shares in excess of their Proportionate Share in accordance with their Proportionate Share, but no Shareholder shall be bound to take any shares in excess of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities amount it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholdersso desires. (e) The Company If the Additional Securities are not fully subscribed by the then Shareholders holding shares of the class of Additional Securities being offered, Holdco shall then offer such unsubscribed Additional Securities to all the then Shareholders holding Shares of any other class of capital stock of Holdco. Any such offer shall be free made to complete the proposed issuance or sale each class of New Securities described Shareholders in the Issuance Notice with respect to any New Proportionate Share of value such class holds of Holdco's entire capital (excluding for purposes of this calculation the class of Additional Securities not elected to be purchased pursuant to Section 4.01(cbeing offered) and Section 4.01(d) above to each Shareholder of each class in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension its respective Proportionate Share of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01class. (f) Upon the consummation of the issuance of any New Any Additional Securities not subscribed for in accordance with this Section 4.014.1 may be offered by Holdco to Persons other than Shareholders. Every issue of Additional Securities by Holdco shall be subject to the condition that the subscriber therefor, shall, if not a party hereto, agree to be bound by the terms of this Agreement and become a party hereto in accordance with the provisions of Section 9.3 hereof by executing an Assumption Agreement. (g) Notwithstanding anything to the contrary contained in this Section 4.1, the Company pre-emptive rights provided by this Section 4.1 shall deliver not apply to each Exercising Shareholder certificates (if any) evidencing Shares issued by Holdco upon the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions exercise of the purchasers thereof)options granted by Holdco as set out in Schedule "E" hereto, or upon the exercise of options hereafter granted by the Holdco pursuant to Holdco's stock option plan; provided that the optionee, shall, if not a party hereto, agree to be bound by the terms of this Agreement and become a party hereto in accordance with the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased provisions of Section 9.4 hereof by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriateexecuting an Assumption Agreement.

Pre-Emptive Right. Subject to Section 2.2, (a) The before any Equity Securities are issued, the Company hereby grants shall first offer them on the same terms to each Initial Shareholder for subscription for cash consideration (eachan “Offer”). The Equity Securities shall be offered to all Shareholders in proportion to the Proportionate Portion of each Shareholder as at the close of business on the Business Day prior to the date of the Offer. A Shareholder may subscribe all, a “Pre-emptive Shareholder”) some, or none of the right Equity Securities offered to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person.it; (b) The for each Offer, the Company shall give written notice in writing to the Shareholders (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance), includingspecifying: (i) the number of New Equity Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that which such issuance would representShareholder is offered; (ii) the proposed issuance date, subscription price and other terms and conditions upon which shall be at least 20 the Company proposes to issue such Equity Securities; and (iii) a time period (being not less than fifteen (15) Business Days from the date of the Issuance Notice) within which such Shareholder is entitled to accept the Offer. If a Shareholder fails to accept the Offer in writing (either in whole or in part) within the proposed time period, such Shareholder shall be deemed to have irrevocably declined the Offer; (c) each Shareholder who accepts the Offer shall confirm either: (i) that it would accept, on the same terms, the offer of the Equity Securities which have not been taken up by other Shareholders (specifying the maximum number of such Equity Securities that it is willing to accept) (“Additional Equity Securities”); or (ii) that it would not accept the offer of any Additional Equity Securities; (d) if a Shareholder that accepts an Offer fails to give a confirmation pursuant to Section 2.1(c)(i) or 2.1(c)(ii), it shall be deemed to have not accepted the offer of any Additional Equity Securities, and the Additional Equity Securities shall be allocated for subscription by each Shareholder who has confirmed that it will accept the offer of the Additional Equity Securities (each an “Accepting Shareholder”). The number of the Additional Equity Securities to be allocated to an Accepting Shareholder shall be calculated with reference to the fraction calculated by dividing the number of Equity Securities held by such Shareholder by the total number of Equity Securities held by all Accepting Shareholders, provided that no such Shareholder shall be allocated a number of Additional Equity Securities which is greater than the maximum number of Additional Equity Securities that such Shareholder has confirmed that it is willing to accept in its response to the Notice; (e) if after the first round of allotment of Additional Equity Securities: (i) there remain any Additional Equity Securities which have not been allotted; and (iiiii) any one or more Shareholders (the proposed purchase price per share“Additional Shareholders”) have expressed in their responses to the Notice that it/they will accept a greater number of Additional Equity Securities than the number of Additional Equity Securities thus far allotted to it/them then the remaining Additional Equity Securities shall be allotted to each Additional Shareholder in proportion to the number of Equity Securities held by such Shareholder divided by the total number of Equity Securities held by all Additional Shareholders, as at the close of business on the day prior to the date of Offer, provided that no such Shareholder shall be allocated a number of Additional Equity Securities which is greater than the maximum number of Additional Equity Securities that such Shareholder has confirmed it is willing to accept in its response to the Notice. Additional Equity Securities shall continue to be allocated for subscription on this basis until either all of the Additional Equity Securities have been allocated and subscribed for or all the requests for the allocation of Additional Equity Securities for subscription specified in the responses to the Notice have been satisfied. (cf) Each Pre-emptive Shareholder shall for a without prejudice to any approvals required by any applicable laws, the Directors may, at any time during the period of 15 within fifteen (15) Business Days following the receipt end of an Issuance Notice the period for acceptance of the Offer, to allot and procure the allotment to any Person (the “Exercise Period”other than a Competitor) any Additional Equity Securities which have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up been Offered to the amount of New Securities equal Shareholders pursuant to Section 2.1(a) to (e) but not subscribed for in accordance therewith: (i) on the same terms and conditions offered to the product of Shareholders; and (xii) in such manner as the total number of New Securities Board (acting in good faith) considers to be issued by most beneficial to the Company on the issuance date and (y) a fraction determined by dividing Group, provided that: (A) the number of Common Shares owned by if such Pre-emptive Shareholder immediately prior Person subscribes for Equity Securities, no such Equity Securities shall be issued to such issuance by Person until that person has delivered to the Company a duly executed Deed of Adherence; (B) the total number of Common Shares owned if any Additional Equity Securities are not accepted by all Initial Shareholders on such date immediately prior or offered to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Person, such Additional Equity Securities shall no longer be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed offered to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if Person or any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days Person after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day aforesaid period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with unless the procedures set forth out in Section 2.1 and Section 2.2 are performed again by the Company. (g) if an allotment referred to in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities 2.1 will result in accordance with this Section 4.01a fractional entitlement, the Company shall deliver Board may in its absolute discretion round up or down such fractional entitlement, provided that such rounding does not result in a Shareholder being allocated with a number of Equity Securities which exceeds the maximum number that it is willing to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free accept and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable pay for as specified in its response to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriateNotice.

Pre-Emptive Right. 9.7.1 After the Completion, if the Listing does not occur till the Listing Due Date, then after the expiry of the Listing Due Date, if the Company is desirous of issuing any new Equity Securities (aincluding by way of a rights issue or a preferential issue in accordance with the Act) The (“Additional Issuance”), the Company hereby grants shall first offer the right to each Initial Shareholder acquire such Equity Securities under the Additional Issuance to the Investor to enable the Investor to maintain its shareholding in the Company as on the date of the Additional Issuance (each, a “Pre-emptive ShareholderEmptive Right”) the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person. (b) ). The Company shall give the Investor a written notice of 30 (an “Issuance Notice”thirty) days (or such shorter period as may be mutually agreed between the Investor and the Company) of any proposed issuance described in subsection Additional Issuance specifying: (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New new Equity Securities proposed to be issued and (“New Securities”); (b) the percentage terms of issuance of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance NoticeNew Securities; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration identity of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zeroproposed subscriber(s) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising ShareholderProposed Subscriber”); (d) the issuance price of New Securities; and (e) the total quantum of investment to be raised by the proposed issuance of New Securities, such Exercising Shareholder notice being the “Issuance Notice”. 9.7.2 Upon receipt of the Issuance Notice, the Investor shall have the right (but not an obligation) to subscribe to the New Securities on such terms and conditions as offered by the Company to the Proposed Subscriber so as to enable the Investor to maintain its shareholding in the Company as on the date of the Additional Issuance (on a Fully Diluted Basis) (“New Securities Entitlement”). The Investor may purchase choose to subscribe to all or part of its New Securities Entitlement. 9.7.3 Within 90 (ninety) Business Days from the delivery of the Issuance Notice, the Investor shall have the right (but not the obligation to) to agree to subscribe to all or any portion part of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) Securities Entitlement, by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number quantity of Over-allotment the Equity Securities out of the New Securities that such Exercising Shareholder is willing Entitlement proposed to purchase be subscribed to by the Investor (the “Over-allotment Exercise PeriodIssuance Acceptance Notice”). Such Exercising Shareholder’s election If the Investor so elects to purchase Over-allotment subscribe to its New Securities Entitlement, whether in full or in part, such New Securities shall be binding issued and irrevocable. allotted to the Investor in accordance with its election. 9.7.4 If more than one Exercising Shareholder elects the Investor fails to exercise or expressly waive its right of over-allotmentas foregoing within the period specified above, each Exercising Shareholder the Company shall have 90 (ninety) days after the right expiry of the time period for providing the Issuance Acceptance Notice to purchase issue an allot the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata unsubscribed portion of the available Over-allotment New Securities based upon to the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described Proposed Subscriber specified in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) at the same price and Section 4.01(d) above in accordance with the terms and conditions condition set forth out in the Issuance Notice (except that the amount of New Securities to be issued or sold by Notice. If the Company may be reduced) so long as such issuance or sale is closed within 180 days after fails to issue and allot the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such the time periodperiod set out in this clause, the Company shall not thereafter issue or sell any and allot such New Securities without first again offering such securities to the Shareholders Investor in accordance with the procedures manner and as per the procedure set forth out in this Section 4.01Clause 9.7. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities 9.7.5 The Investor shall be issued free and clear entitled to nominate one or more Affiliate (“Nominee”) to subscribe to all or part of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased Entitlement, pursuant to this Clause 9.7. The Investor shall ensure that if the Nominee, at any time after becoming a holder of Securities, ceases to be an Affiliate of the Investor, such Nominee shall forthwith transfer the Equity Securities held by it by wire transfer of immediately available funds. Each party such Nominee back to the purchase and sale Investor or to another Affiliate of New the Investor prior to such Nominee ceasing to be an Affiliate. 9.7.6 The Investor’s right under this Clause 9.7 shall be available to the Investor till the Investor ceases to hold any Equity Securities shall take all such other actions as may be reasonably necessary to consummate in the purchase and sale including entering into such additional agreements as may be necessary or appropriateCompany.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Shareholder”) 4.1.1 As long as the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue Caisse Affiliates hold 10% or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting more of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, on CDP shall have a fully diluted basispre-emptive right (the “Pre-Emptive Right”) entitling it to subscribe, that such or entitling a Caisse Affiliate to subscribe, in connection with any issuance would represent; of Common Shares, equity securities of Osisko, or securities which are convertible, exercisable or exchangeable against Common shares or equity securities of Osisko (ii) collectively, the proposed issuance date“Securities”), upon conditions which shall be at least 20 Business Days from the date no less favourable than those afforded other subscribers of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Noticesuch issued Securities, up to a maximum of its interest in the amount of New Securities equal to the product of (xissued Securities. This interest shall be computed based on: 1) the total number overall equity position of New Securities to be issued by the Company on Caisse Affiliates in the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder or other securities which are convertible, exercisable or exchangeable against outstanding Common shares immediately prior to such issuance by (Bor distribution and 2) the total number of Common Shares owned by all Initial Shareholders on such date or other securities which are convertible, exercisable or exchangeable against outstanding Common shares immediately prior to such issuance the issuance. 4.1.2 In connection with CDP’s exercise of the Pre-Emptive Right, Osisko shall deliver to CDP a written notice containing the proposed terms and conditions of the issued Securities. Osisko shall notify CDP in writing of its intention to issue Securities (the “Pre-emptive Pro Rata PortionNotice of Issuance”) by delivering a written notice as soon as practicable, and CDP shall indicate to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No Osisko, no later than five three (3) Business Days following the expiration receipt of the Exercise PeriodNotice of Issuance, whether or not it wishes to participate in the proposed issuance by exercising the Pre-Emptive Right and, as the case may be, the Company extent of such participation. 4.1.3 Notwithstanding paragraph 4.1.2, throughout the entire duration of the Pre- Emptive Right, Osisko shall notify each also immediately forward to CDP any proposal that Osisko receives from a third party (including from investment dealers in connection with a proposed investment of Securities being distributed) and the acceptance of which the management of Osisko is seriously considering recommending. If Osisko receives an unsolicited bought deal proposal from an investment dealer with respect to an investment of Securities being distributed, to which Osisko is required to reply within 24 hours and which Osisko has the intention of accepting, Osisko shall provide CDP with a copy of the bought deal proposal at the same time it notifies the members of the Board thereof. In such an event, CDP shall, prior to the half-hour preceding the time the bought deal proposal is to be accepted or rejected by Osisko, indicate to Osisko whether or not it wishes to participate in the bought deal proposal and, as the case may be, the extent of such participation, in the manner indicated hereabove. 4.1.4 The subscription under which CDP shall have exercised the Pre-emptive Shareholder Emptive Right shall take place in writing connection with the distribution for which the Pre-Emptive Right was exercised, subject to the necessary authorizations to effect the closing of the issuance under which CDP shall have exercised the Pre-Emptive Right. 4.1.5 The Pre-Emptive Right shall not apply in connection with any issuance of Securities by Osisko: (i) Under a rights offering by Osisko that is open to all shareholders of Osisko; (ii) At the time of the exercise or conversion of convertible or exchangeable securities existing as at the date hereof; (iii) By way of compensation under the compensation mechanisms adopted by Osisko in accordance with the rules of the Stock Exchange; (iv) Further to a grouping or splitting of Securities of Osisko, or special distributions, payments of stock dividends or payments in kind to all shareholders of Osisko or similar transactions; or (v) In connection with a merger, a business combination, an exchange offer, a take-over bid, an arrangement, an asset purchase transaction or any other type of acquisition of assets or shares held by a third party that is approved by the board of directors of Osisko or under the terms thereof. Moreover, the number of New Securities being distributed that each CDP may acquire in connection with the exercise of the Pre-emptive Shareholder has agreed Emptive Right shall be limited to purchase (includingthat number that does not require the approval of the shareholders of Osisko under the rules of the Stock Exchange or applicable securities laws; however, for if Osisko wishes to submit the avoidance investment of doubtthe Securities being distributed or a simultaneous transaction to a vote by its shareholders, where such number is zero) (Osisko shall also be required to seek the “Over-allotment Notice”). Each approval of its shareholders with respect to the exercise by CDP of the Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full Emptive Right, it being understood however (an “Exercising Shareholder”i) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder Osisko shall have the right to purchase propose the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation approval of the issuance of the Securities being distributed in favour of CDP or a Caisse Affiliate, as the case may be, in a resolution separate from any New other special resolution that Osisko may wish to submit to the approval of its shareholders at a shareholders meeting and (ii) that if Osisko’s shareholders vote against the issuance of the Securities being distributed in accordance with favour of CDP or a Caisse Affiliate, as the case may be, Osisko shall not be required to issue in favour of CDP or a Caisse Affiliate, as the case may be, and CDP or a Caisse Affiliate, as the case may be, shall not be entitled to receive, such Securities being distributed. 4.1.6 If CDP fails to reply within the time periods mentioned in this Section 4.01section, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities CDP shall be issued free deemed to have chosen not to exercise its Pre-Emptive Right with respect to said issuance only. 4.1.7 The Pre-Emptive Right set out in this section and clear any exercise of any Liens (other than those arising hereunder or under Applicable Law and those attributable same shall remain subject to the actions of approvals that the purchasers thereof), Stock Exchange may require and the Company shall so represent and warrant that Osisko undertakes to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased secure by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriatemaking commercially reasonable efforts.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Shareholder”) ORIX the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) Capital Stock of the Company (the “New Securities”) that the Company may from time to time propose to issue or sell to any Personparty. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection (a) above to the Pre-emptive Shareholders ORIX within five 5 Business Days following any meeting of the Board at which any such issuance or sale is approvedapproved (which shall include the ORIX Approval during the Special Rights Period). The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common SharesStock, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder ORIX shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to either (i) all of the New Securities or (ii) the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of shares of Common Shares Stock owned by such Pre-emptive Shareholder ORIX immediately prior to such issuance by (B) the total number of shares of Common Shares owned by all Initial Shareholders Stock outstanding on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) issuance, by delivering a written notice to the Company. Such Pre-emptive ShareholderORIX’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased by ORIX pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days 30 Business Days after the expiration date of the Over-allotment Exercise Period Issuance Notice (subject to the extension of such 180-day 30 Business Day period for a reasonable time not to exceed 270 days 60 Business Days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders Stockholders in accordance with the procedures set forth in this Section 4.01. (fe) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder ORIX certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereofthereof or under securities law), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders ORIX and after payment therefor, duly authorized and authorized, validly issued, fully paid and non-assessable. Each Exercising Shareholder ORIX shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available fundsfunds and make representations and warranties regarding organization and authority, enforceability, absence of conflicts with any law, absence of consents required from any Governmental Authority, absence of legal proceedings instituted by any Governmental Authority or any other Person unaffiliated with the Company or Seller or any of its Subsidiaries and such other representation and warranties in order to ensure compliance with federal securities laws as the Company may reasonably request. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a) The Company hereby grants So long as the Existing Shareholders and their Affiliates continue to collectively own at least 25% of the issued and outstanding shares of Capital Stock of the Company, each Initial Existing Shareholder and their Affiliates then holding Capital Stock (each, a “Pre-emptive Shareholder”) has the right to purchase its pro rata portion of any new Common Shares Company Securities (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Personparty, as set forth in this Section 4.1. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection (a) above to the Pre-emptive Shareholders within five Business Days ten (10) days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common SharesCapital Stock, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares shares of Capital Stock owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders shares of Capital Stock outstanding on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days (5) days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 Error! Reference source not found. to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase within five days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c1.01(c) and Section 4.01(d1.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 30 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-30 day period for a reasonable time not to exceed 270 60 days to the extent reasonably necessary to obtain any Government Approvalsrequired consents or approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Existing Shareholders in accordance with the procedures set forth in this Section 4.014.1. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.014.1, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and authorized, validly issued, fully paid and non-assessable. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. Subject to the terms and conditions of this Section 3.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Eligible Shareholder. (a) The Company hereby grants shall give notice (the “Offer Notice”) to each Initial Eligible Shareholder, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. (b) By notification to the Company within 10 days after the Offer Notice is given, each Eligible Shareholder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities that equals the proportion that the Shares then held by such Eligible Shareholder (including all Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Derivative Securities then held by such Eligible Shareholder) bears to the total number of Shares then outstanding (assuming full conversion and/or exercise, as applicable, of all Derivative 319075.00001/105414624.5 DocuSign Envelope ID: 3307C56E-70AB-4D8B-8DBA-5FFF6AD476A8 Securities (including any allocated but unexercised options in the capital of the Company)). At the expiration of such 10 day period, the Company shall promptly notify each Eligible Shareholder that elects to purchase or acquire all the New Securities available to it (each, a “Pre-emptive Fully Exercising Shareholder”) of the right failure of any other Eligible Shareholder, excluding the Founder, to do likewise. During the 10 day period commencing after the Company has given such notice, each Fully Exercising Shareholder may, by giving notice to the Company, elect to purchase its pro rata or acquire, in addition to the number of New Securities specified above, up to that portion of the New Securities for which Eligible Shareholders, excluding the Founder, were entitled to subscribe for but that were not subscribed for by such Eligible Shareholders that is equal to the proportion that the Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any new Common Derivative Securities then held, by such Fully Exercising Shareholder bears to the Shares issued and held, or issuable (other than directly or indirectly) upon conversion and/or exercise, as applicable, of any Excluded Securities) (the “Derivative Securities then held, by all Fully Exercising Shareholders who wish to purchase such unsubscribed New Securities”. The closing of any sale pursuant to this Section 3.1(b) shall occur on the later of: (i) 90 days after the date that the Company may from time Offer Notice is given; and (ii) the date of initial sale of New Securities pursuant to time propose to issue or sell to any PersonSection 3.1(c). (bc) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 3.1(b), the Company may, during the 90-day period following the expiration of the periods provided in Section 3.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at the same price and upon the same terms as specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Eligible Shareholders in accordance with this Section 3.1. (d) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Prepre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice right in this Section 3.1 shall set forth the material terms and conditions of the proposed issuance, includingnot be applicable to: (i) Shares or Derivative Securities issued as a dividend or distribution on any shares in the number of New Securities proposed to be issued and the percentage capital of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date Shares or Derivative Securities issued by reason of the Issuance Notice; anda share split; (iii) Shares or Derivative Securities issued to employees or directors of, or consultants or advisors to, the proposed purchase price per share.Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board; (civ) Each Pre-emptive Shareholder shall for a period Shares or Derivative Securities actually issued upon the exercise of 15 Business Days following other Derivative Securities, or Shares actually issued upon the receipt conversion or exchange of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchaseDerivative Securities, at the purchase price set forth in the Issuance Notice, up each case provided such issuance is 319075.00001/105414624.5 DocuSign Envelope ID: 3307C56E-70AB-4D8B-8DBA-5FFF6AD476A8 pursuant to the amount terms of New such Derivative Security and such Derivative Security was issued in accordance with this Section 3.1; (v) Shares or Derivative Securities equal issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board; (vi) Shares or Derivative Securities issued to suppliers or third-party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board; (vii) Shares or Derivative Securities issued pursuant to the product acquisition of (x) the total number of New Securities to be issued another corporation by the Company on by amalgamation, arrangement, purchase of all or substantially all of the issuance date and (y) assets or shares or other reorganization or to a fraction determined joint venture agreement, provided that such issuances are approved by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable.Board; or (dviii) No later than five Business Days following the expiration of the Exercise PeriodShares or Derivative Securities issued in connection with sponsored research, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase collaboration, technology license, development, original equipment manufacturer (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”OEM), such Exercising Shareholder may purchase all marketing or any portion of such Non-Exercising Shareholder’s allotment (other similar agreements or strategic partnerships approved by the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising ShareholdersBoard. (e) The Company provisions of this Section 3.1 shall not be free applicable to complete the proposed issuance or sale of New Securities described in issued: (i) to employees of the Issuance Notice with respect to any New Securities not elected to be purchased Company pursuant to Section 4.01(can employee stock option plan or other stock purchase plans approved by the Directors; (ii) and Section 4.01(d) above on conversion or exchange of any outstanding convertible or exchangeable securities of the Company issued in accordance with the terms and conditions set forth provisions of this Agreement; (iii) pursuant to an initial public offering of the Corporation; (iv) as consideration for the payment of a debt of the Corporation or as consideration in the Issuance Notice (except that the amount connection with an acquisition of New Securities to be issued shares or sold assets of another party approved by the Company may be reducedBoard; or (v) so long as such issuance consideration for a strategic acquisition of all or sale is closed within 180 days after the expiration some of the Over-allotment Exercise Period (subject shares or assets of a business owned by a party or parties who are arm’s length to the extension of such 180-day period for a reasonable time not to exceed 270 days to Corporation or in connection with any other strategic commercial transaction authorized by the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation directors of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriateCorporation.

Pre-Emptive Right. Until an IPO or Company Sale, each shareholder holding at least 5% of the outstanding share capital of the Company (aa "Qualified Shareholder") The Company hereby grants to each Initial Shareholder (each, shall have a “Prepre-emptive Shareholder”) the right to purchase its pro rata portion of any new Common Shares New Securities (other than any Excluded Securities) (the “New Securities”as defined in Section 8.1) that the Company may may, from time to time time, propose to issue or sell to any Personand issue. (b) The Company 8.1 In this Section 8, "New Securities" shall give written notice (an “Issuance Notice”) mean any shares of the Company, whether now or hereafter authorized, and rights, options, convertible instruments or warrants to purchase said shares, and securities of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance type whatsoever that are, or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuancemay become, including: convertible into said shares, other than (i) employee stock options and employee share grants under the number Company's equity incentive plans; (ii) issuances of New Securities proposed to be issued and the percentage Company securities in connection with a bona fide loan or credit facility of a third party financial lender; (iii) issuance of Company securities in an IPO of the Company’s outstanding Common Shares; (iv) issuances of Company securities pursuant to an acquisition by the Company of another company or business; (v) issuances of Company securities in connection with any pro rata stock splits, on a fully diluted basisdividends, that such issuance would represent; distributions, combinations, reclassifications or similar events; and (iivi) issuances exempted from preemptive rights if approved by the proposed issuance date, which shall be shareholders owning at least 20 Business Days from 75% if the date outstanding shares of the Issuance Notice; and (iii) the proposed purchase price per shareCompany. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of 8.2 Any New Securities to be issued by the Company on shall first be offered by the issuance date and (y) a fraction determined Board by dividing (A) written notice of offer to the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Qualified Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”"Rights Notice") pro rata to their respective holdings then held by delivering a them as of the date of the Rights Notice. Such Rights Notice shall state the terms, including without limitation the price per share, of the proposed allotment, and any such shareholder may accept such offer, as to all or any part of the shares so offered to him, by giving the Company written notice of acceptance within twenty (20) days after being served with the Rights Notice and effecting full payment therefore thereafter. Any of the New Securities which a Qualified Shareholder fails or declines to acquire as aforesaid shall be reoffered, in the manner prescribed in the foregoing provisions of this Section 8.2, to the Companyother Qualified Shareholders who submitted notices of acceptance as to all the New Securities initially offered to them pursuant hereto, in proportion to their respective shareholdings. Such Pre-emptive Shareholder’s election Even if the Qualified Shareholders who elect to purchase New Securities elect to purchase in the aggregate less than 100% of the New Securities, the New Securities so elected to be purchased shall be binding and irrevocablesold to such shareholders in accordance with such elections. 8.3 Any of the New Securities which are not accepted by the Qualified Shareholders as aforesaid may be subsequently allotted without restriction, but only on terms no more favorable to the allottee than the terms offered to the Qualified Shareholders. Any of the New Securities not so allotted within ninety (d90) No later than five Business Days following days from the expiration of the Exercise Period, re-offer described above shall again be subject to all the Company shall notify each Pre-emptive Shareholder in writing provisions of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders8. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder (each, the Subscriber a “Pre-pre–emptive Shareholder”) the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “Pre–Emptive Right”) to purchase, for so long as the Alliance created pursuant to the Strategic Alliance and Earn-In Agreement dated February 17, 2011 among the Company, Eurasian Minerals Sweden AB and Antofagasta Minerals S.A. has not expired or been terminated in accordance with the provisions of that agreement, up to that proportion of any New Securities”Shares (as defined below) that the Company may from time issue so as to time propose enable the Subscriber to maintain its percentage ownership of issued and outstanding Shares that it holds immediately prior to the issuance of such New Shares. The Pre–Emptive Right shall operate as follows: (a) If the Company proposes to undertake an issuance of New Shares, it shall give the Subscriber written notice of its intention, describing the offering of New Shares including the price and the general terms upon which the Company proposes to issue or sell to any Personthe New Shares. (b) The Company Subscriber shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within have five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days business days from the date of receipt of any such notice to give notice to the Issuance Notice; and (iii) Company of its election to exercise the proposed Pre–Emptive Right up to the extent of the percentage referred to above and to purchase New Shares for the price per shareand upon the general terms specified in the notice. (c) Each Pre-emptive Shareholder shall for a period Failure of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right Subscriber to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up respond to the amount of New Securities equal to the product of (x) the total number of New Securities to notice within such five business day period shall be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s deemed an election to purchase New Securities shall be binding and irrevocabledecline to exercise the Pre–Emptive Right. (d) No later than five Business Days following the expiration of the Exercise PeriodWhere New Shares and Share Rights (as defined below) are offered together in combination (in what are customarily referred to as ‘units’), the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails Subscriber may only elect to exercise its right under this Section 4.01 to purchase its the Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion –Emptive Right in respect of such Non-Exercising Shareholder’s allotment (securities in the “Over-allotment New Securities”) by giving written notice to same combination and on the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholderssame basis as all other purchasers thereof. (e) The Company shall be free to complete acquisition by the proposed issuance or sale Subscriber of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased Shares and Share Rights pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to its Pre–emptive Right will be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not same regulatory and shareholders’ approval requirements as are applicable to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of Agreement and the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free Shares and clear of any Liens (Share Rights to other than those arising hereunder or under Applicable Law and those attributable to purchasers thereof. For the actions purposes of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.Pre-Emptive Right:

Pre-Emptive Right. (a1) The If any additional Shares, Convertible Securities or other securities of the Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Shareholder”) the right are approved for issue or if any other options or rights to purchase its pro rata portion or subscribe for securities of the Company are approved for grant, none of those Shares, Convertible Securities or other securities of the Company shall be issued by the Company, and none of those options or other rights shall be granted, at any new Common time after the date of this Agreement, except in compliance with this Section 3.1. The provisions of this Section 3.1 shall not apply to any grant or any exercise of incentive stock options issued under the Company’s incentive stock option plan for directors, officers and consultants in effect from time to time. (2) Anytime the Shareholder owns or controls at least 10% of the issued and outstanding Shares (calculated on a non-diluted basis), each time the Company proposes to issue any Shares or Convertible Securities or other than any Excluded Securities) securities of the Company (in this Section 3.1, the “New Securities”) that ), the Company may from time shall give notice (an “Issue Notice”) to time propose the Shareholder of the proposed issuance. The Issue Notice shall constitute an offer by the Company to issue or sell the Shareholder to any Person.acquire such number of New Securities that is equal to the then percentage shareholding of the Shareholder (calculated on a non-diluted basis) (in this Section 3.1, its “Proportionate Entitlement”) at the subscription price determined by the Board for those New Securities. Each Issue Notice shall: (a) be made in writing; (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting contain a description of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions relating to the New Securities, the price at which the New Securities are offered and the date on which the purchase of the proposed issuance, including: (i) the number of New Securities proposed by the Shareholder is to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Noticecompleted; and (iii) the proposed purchase price per share. (c) Each Pre-emptive state that if the Shareholder shall wishes to subscribe for a period less than its Proportionate Entitlement it shall, in its notice of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchasesubscription, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of specify the number of New Securities that it wishes to subscribe for. The offer constituted by each Pre-emptive Shareholder has agreed Issue Notice shall be irrevocable and shall remain open for acceptance by the Shareholders for a period of ten (10) Business Days after the date the Issues Notice. (3) The Shareholders shall have the right, exercisable by notice given to purchase (includingthe Company within the period during which the offer constituted by the Issue Notice is open for acceptance under Section 3.1(2), to accept the offer constituted by the Issue Notice to subscribe for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion Proportionate Entitlement of the New Securities in full (an “Exercising Shareholder”) shall have or, if it wishes to subscribe for less than its Proportionate Entitlement, to subscribe for a right number of over-allotment such that if any other Pre-emptive New Securities which is less than its Proportionate Entitlement. If no notice is given by the Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”3.1(3), such Exercising the Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (shall be deemed to have rejected the “Over-allotment offer made available to it to subscribe for New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e4) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to If any New Securities of any issue are not elected subscribed for prior to be purchased the expiry of the applicable period pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by 3.1(2), the Company may be reduced) so long as such issuance or sale is closed offer those unsubscribed for New Securities within 180 a period of 90 days after the expiration of the Overlast applicable period pursuant to Sections 3.1(2) to any Person, but the price at which those New Securities may be issued shall not be less than the subscription price offered to the Shareholder and the terms of payment for those unsubscribed for New Securities shall not be more favourable to that Person than the terms of payment offered to the Shareholder. If the Company proposes to grant an option or other right for the purchase of or subscription for New Securities, that option or other right shall also be made available to the Shareholder in accordance with Sections 3.1(2) through 3.1(3). (5) The Company shall be entitled to issue additional Shares without complying with the provisions of this Section 3.1 when those Shares are being issued on the exercise of existing Convertible Securities or on the exercise of existing options or rights to purchase or subscribe for Shares or Convertible Securities. (6) In the case of a contemplated issue of New Securities for non-allotment Exercise Period (cash consideration, the Company’s Board of Directors shall in good faith determine the deemed issue price per New Security, which shall, subject to the extension approval of such 180the TSX-day period V (if required), be the price at which the Shareholder may substitute for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01Securities. (f7) Upon For greater certainty, it is the consummation intention of the parties that the rights conferred by this Section 3.1 shall apply from the date of this Agreement notwithstanding that the closing of the issuance of any New Securities the Second Tranche Units (as such term is defined in accordance with this Section 4.01, that certain Subscription Agreement between the Company parties of even date herewith) shall deliver to each Exercising not have occurred and the Shareholder certificates (if any) evidencing is not currently the New Securities, which New Securities shall be issued free and clear holder of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions at least 10% of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriateShares.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Shareholder”) Common Stockholder the right to purchase any or all of its pro rata portion share of any new New Common Shares Securities (other than any Excluded Securities) that the Company may from time to time propose to issue or sell to any Person. An Electing Common Stockholder’s pro rata share, for purposes of this Section 4.01, is equal to the ratio of (i) the “number of shares of Common Stock owned by such Common Stockholder immediately prior to the issuance of New Common Securities to (ii) the total number of shares of Common Stock outstanding immediately prior to the issuance of the New Common Securities”. (b) For so long as the JPM Preferred Stockholder holds shares of Preferred Stock, the Company hereby grants to the JPM Preferred Stockholder the right to purchase any portion of any New Preferred Securities (other than any Excluded Securities) that the Company may from time to time propose to issue or sell to any Person. (bc) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection subsections (a) above or (b) to the Pre-emptive Shareholders Common Stockholders or the JPM Preferred Stockholder, as applicable, within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued or sold and the percentage of the Company’s 's outstanding Common Shares, on a fully diluted basis, Capital Stock that such issuance or sale would represent; (ii) the proposed issuance or sale date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (cd) Each Pre-emptive Shareholder Common Stockholder or the JPM Preferred Stockholder, as applicable, shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to any or all of its pro rata share of the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the CompanyCompany (an electing Common Stockholder, an “Electing Common Stockholder”). Such Pre-emptive ShareholderA Common Stockholder’s election or the JPM Preferred Stockholder’s election, as applicable, to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following . If a Common Stockholder or the expiration JPM Preferred Stockholder, as applicable, fails to deliver such written notice of its election within the Exercise Period, the Company shall notify each Pre-emptive Shareholder Period in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under accordance with this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”4.01(d), such Exercising Shareholder may purchase all Common Stockholder or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities JPM Preferred Stockholder, as applicable, shall be binding and irrevocable. If more than one Exercising Shareholder elects deemed to exercise have waived all of its right of over-allotment, each Exercising Shareholder shall have the right preemptive rights with respect to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholdersany such issuance. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days 30 Business Days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day 30 Business Day period for a reasonable time not to exceed 270 days 60 Business Days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not issued or sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders Common Stockholders or the JPM Preferred Stockholder, as applicable, in accordance with the procedures set forth in this Section 4.01. Notwithstanding anything contained in this Agreement to the contrary, the time requirements provided for in this Section 4.01(e) shall not apply in the event a Common Stockholder or the JPM Preferred Stockholder, as applicable, is deemed to have waived all of its preemptive rights with respect to such issuance or sale as a result of failing to deliver timely notice pursuant to Section 4.01(d). (f) Upon the consummation of the issuance or sale of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder the Electing Common Stockholders or the JPM Preferred Stockholder, as applicable, certificates (if any) evidencing the New Securities, which New Securities shall be issued or sold free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance or sale thereof to the Exercising Shareholders Electing Common Stockholders or the JPM Preferred Stockholder, as applicable, and after payment therefor, duly authorized and authorized, validly issued, fully paid and non-assessable. Each Exercising Shareholder The Electing Common Stockholders or the JPM Preferred Stockholder, as applicable, shall deliver to the Company the purchase price for the New Securities purchased by it it, at the Company’s option, by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and issuance or sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and issuance or sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Shareholder”) Investor the right to purchase and subscribe (and any reference made hereafter to a “purchase” shall be construed as a reference to a “subscription” or “subscribe”, as applicable) its pro rata portion of any new Common Shares Company Securities (other than any Excluded SecuritiesSecurities or securities issued to give effect to the Bridge PEC Conversion Provisions) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Personissue. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders Investors within five Business Days days following any meeting of the Company Board at which any such issuance or sale is approvedcontemplated. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common SharesCompany Securities, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days 60 days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder Investor shall for a period of 15 Business Days 30 days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares Company Securities owned by such Pre-emptive Shareholder Investor immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders Company Securities outstanding on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder Investor in writing of the number of New Securities that each Pre-emptive Shareholder Investor has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder Investor exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising ShareholderInvestor”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder Investor fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising ShareholderInvestor”), such Exercising Shareholder Investor may purchase all or any portion of such Non-Exercising ShareholderInvestor’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder Investor is willing to purchase within five days of receipt of the Over-allotment Notice (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder Investor elects to exercise its right of over-allotment, each Exercising Shareholder Investor shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder Investor shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising ShareholdersInvestors. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 30 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 18030-day period for a reasonable time not to exceed 270 90 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold issued such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders Investors in accordance with the procedures set forth in this Section 4.01. Any issue of securities contemplated herein shall be made in accordance with the procedure set out under Applicable Law. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder Investor certificates (if anyapplicable) evidencing the New SecuritiesSecurities to the extent such New Securities are certificated securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders Investors and after payment therefor, duly authorized and authorized, validly issued, fully paid and non-assessable. Each Exercising Shareholder Investor shall deliver to the Company the purchase price for the New Securities purchased by it by certified or official bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate. (g) If the Company has the opportunity to subscribe for any security or convertible instrument of Holdings in an offering, the Company shall not participate in such offering and subscribe for any such security or convertible instrument unless: (i) the JCF Investor consents to the participation by the Company in such offering or (ii) the Investors are offered the opportunity to participate in the offering on a pro rata basis with respect to the entirety of the securities or convertible instruments being offered, through the pro rata issuance of Company Securities to the Investors and at least one Investor elects to participate in the offering. The Company may only subscribe for securities or convertible instruments of Holdings to the extent of the amount of the funds received by Investors electing to participate in the offering in exchange for the issuance of Company Securities. If any Investor declines to participate in such offering, the participating Investors may purchase all or any portion of such non-participating Investor’s allotment of the Common Shares; provided, that if such Common Shares are over-subscribed, each participating Investor shall purchase its pro rata portion of such Common Shares and the Company may use the funds from the participating Investors to fund the entire amount of the offering.

Pre-Emptive Right. 6.1 Pre-emptive Right (a) the Offeror shall promptly notify the Offeree of its intentions. The Company hereby grants to each Initial Shareholder (each, a “Pre-emptive Shareholder”) Notice shall state the right to purchase its pro rata portion price in cash or cash equivalent in the form of any new Common Shares (other than any Excluded Securities) marketable securities (the “New SecuritiesPurchase Price”) that the Company may from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material and all other pertinent terms and conditions of the proposed issuanceintended Transfer. The Purchase Price may be stated in whole or in part in the form of publicly marketable securities provided that the Offeror delivers together with its Notice given under this Section 6.1 a certificate signed by a duly qualified and reputable securities analyst certifying as to the cash equivalent value of the publicly marketable securities on the date of such Notice. The Offeror need not have any offer in hand, including:but if it does, then the Notice shall be accompanied by a copy of the offer or contract for sale. The Offeree shall have fifteen (15) days after the date such Notice is delivered to notify the Offeror whether it elects to acquire the offered Sale Interest at the same Purchase Price and on the same terms and conditions as set forth in the Notice. If such an election is made, then the Transfer shall be consummated promptly after Notice of such election is delivered to the Offeror; (b) if the Offeree elects not to acquire the offered Sale Interest or fails to so elect within the fifteen (15) day period provided above, the Offeror shall have ninety (90) days following the earlier of (i) the number date of New Securities proposed to be issued and the percentage expiration of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; above mentioned fifteen (15) day period or (ii) the proposed issuance datedate the Offeree elected not to purchase the Sale Interest, which shall be to consummate the Transfer to a third party at a price at least 20 Business Days from equal to the date of Purchase Price and on terms no less favourable to the Issuance NoticeOfferor than those offered by the Offeror to the Offeree in the Notice required herein; and (iii) the proposed purchase price per share. (c) Each Preif the Offeror fails to consummate the Transfer to a third party within the said ninety (90) day period, then the pre-emptive Shareholder right of the Offeree in such offered Sale Interest shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities be deemed to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by revived. Any subsequent proposal to Transfer such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities Sale Interest shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above conducted in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with all the procedures set forth in this Section 4.016.1. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.

Pre-Emptive Right. (a) Until the conversion of the Investment Amount, the following provisions shall apply: 11.1 The Company hereby grants to each Initial Shareholder the Investor a right of participation (each, a the “Pre-emptive ShareholderRight of Preemption”) the right to purchase its all or part of his pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) Securities that the Company may may, from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) and issue. Such pro rata share, for purposes of any proposed issuance described in subsection (a) above to this Right of Preemption, is the Pre-emptive Shareholders within five Business Days following any meeting ratio of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions sum of the proposed issuance, including: (i) the number of New Securities proposed to be issued shares then owned by the Investor and the percentage number of shares into which the Company’s outstanding Common SharesInvestment Amount is convertible, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount sum of New Securities equal to the product of (x) the total number of shares of the Company then outstanding. 11.2 For purposes of this Section 11, "New Securities Securities" shall mean any shares of the Company, whether now or hereafter authorized, and rights, options, convertible instruments or warrants to be purchase said shares, and securities of any type whatsoever that are, or may become, convertible into said shares, but shall not include the following: (a) shares issued in connection with any share split, dividend, or recapitalization by the Company on the issuance date Company; and (yb) a fraction determined by dividing options to employees, directors, outsourcing services providers, or consultants issued pursuant to an approved stock option plan, or shares issued pursuant to the exercise of such options, and (Ac) any grants. 11.3 In the number event that the Company proposes to undertake an issuance of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) New Securities, it shall give the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a Investor written notice to of its intention, describing the Company. Such Pre-emptive Shareholder’s election to purchase type of New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise PeriodSecurities, the price, and the general terms upon which the Company shall notify each Pre-emptive Shareholder in writing of proposes to issue the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”)same. Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) The Investor shall have a right fourteen (14) days after delivery of over-allotment such that if any other Pre-emptive Shareholder fails notice to exercise its right under this Section 4.01 agree to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion part of his pro-rata share of such Non-Exercising Shareholder’s allotment (New Securities for the “Over-allotment New Securities”) price and upon the general terms specified in the notice, by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount quantity of New Securities to be issued or sold by purchased. In the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days event and to the extent reasonably necessary that the Investor fails to obtain any Government Approvals)exercise the Right of Preemption within the fourteen (14) day period specified above, the Company shall have one hundred twenty (120) days thereafter to sell the New Securities which were not purchased by the Investor, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company’s notice. In the event the Company has not sold such the New Securities within such time one hundred twenty (120) day period, the Company shall not thereafter issue or sell any New Securities Securities, without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Securities in accordance with this Section 4.01, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to Investor in the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriatemanner provided above.

Pre-Emptive Right. In the event that the Corporation proposes to issue any class or series of the equity securities of the Corporation, any voting securities of the Corporation, or any securities convertible or exchangeable into, or entitling purchase of, any of the foregoing (a) The Company hereby grants the “Covered Securities” and, as such securities may be offered and/or issued from time to each Initial Shareholder time by the Corporation, collectively “Offered Securities”), the Corporation shall provide written notice (each, a “Pre-emptive Shareholderemption Notice”) to Investors having purchased at least C$3,000,000 worth of Units pursuant to the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) Offering (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of Right Investors”) specifying the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuanceissue (the “Covered Offering”), including: (i) including the number amount of New Securities proposed money to be raised, the type of security to be issued, the price per security to be issued and the percentage target completion date. In that event, each Pre-emptive Right Investor shall then have the right, by written notice to the Corporation (the “Notice of Exercise of Pre- emptive Rights”) within four (4) Business Days from the date of receipt of the Company’s outstanding Common SharesPre-emption Notice, on in the case of a fully diluted basisCovered Offering that is a Private Placement, that such issuance would represent; or within two (ii2) the proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described emption Notice in the Issuance Notice with respect case of a Covered Offering that is a Public Offering, to any New Securities not elected to be purchased pursuant to Section 4.01(c) and Section 4.01(d) above in accordance with subscribe, upon the terms and conditions set forth in the Issuance Notice (except that Pre-emption Notice, for up to the amount number of New Offered Securities which is equal to be issued or sold the number of the Offered Securities offered in the Covered Offering in proportion to the aggregate holding of Covered Securities by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the OverPre-allotment Exercise Period (subject emptive Right Investor in relation to the extension total number of such 180-day period for a reasonable time not Covered Securities issued and outstanding immediately prior to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Shareholders in accordance with the procedures set forth in this Section 4.01. (f) Upon the consummation of the issuance of any New Offered Securities (the “Pre-emptive Rights”) for a period until the earlier of: (i) the date that is 24 months following the Closing Date in accordance with this Section 4.01, the Company event that the Corporation reports initial topline results for the second to report VVC Phase 2a Trial for MGCD290 on or before the date that is 21 months following the Closing Date; (ii) the date that is three (3) months following the date that the Corporation reports initial topline results from the second to report Phase 2a Trial for MGCD290 in the event that the Corporation reports initial topline results for the second to report Phase 2a Trial for MGCD290 after the date that is 21 months following the Closing Date; or (iii) the date that is 48 months following the Closing Date. The Pre-emptive Rights shall deliver not apply to each Exercising Shareholder certificates issuances of Offered Securities pursuant to (if anyi) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens Corporation’s stock option plan; (other ii) collaboration agreements entered into by the Corporation; (iii) Public Offerings at a price per security at least 100% greater than those arising hereunder the Subscription Price; or under Applicable Law and those attributable to (iv) the actions exercise of the purchasers thereofWarrants. A Pre-emptive Right Investor shall not be permitted to exercise its Pre-emptive Rights if such exercise would result in such Pre-emptive Right Investor beneficially holding, as defined in section 1.8 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids (Québec), an aggregate number of Common Shares representing more than 19.9% of the issued and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant outstanding Common Shares immediately after giving effect to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriateexercise.

Pre-Emptive Right. From the Closing Date until the earlier to occur of (a) the first anniversary of the Closing Date and (b) the first date on which the Investor and its affiliates cease to beneficially own in the aggregate 5% of the issued and outstanding Common Stock, the Company and its subsidiaries shall not issue or sell any Subject Securities without first complying with this Section 5. The Company hereby grants to each Initial Shareholder (eachthe Investor the preemptive right to purchase, pro rata, all or any part of the Subject Securities that the Company or any of its subsidiaries may, from time to time, propose to sell or issue. In the event that Subject Securities are offered or sold as part of a “Pre-emptive Shareholder”) unit with other securities, the Investor must, if the Investor elects to exercise its preemptive right to purchase the Subject Securities, exercise its pro rata portion preemptive right with respect to all of any new Common Shares (other than any Excluded Securities) (the “New Securities”) securities comprising part of the units on the same terms that the Company may from time proposes to time propose offer such units to other parties (provided, however, that Investor will not be obligated to pay part of any brokerage fees payable by such other party pursuant to an agreement between such party and a broker). The Investor’s pro rata share for purposes of this Section 5 is the ratio that the number of shares of Common Stock beneficially owned by the Investor and its affiliates immediately before giving effect to the proposed issuance of the Subject Securities bears to the total number of shares of Common Stock then issued and outstanding. In the event the Company proposes to issue or sell to any Person. (b) The Company Subject Securities, it shall give the Investor written notice (an “Issuance Notice”) of any proposed issuance described in subsection (a) above its intention, describing the type of Subject Securities and the price and terms upon which the Company proposes to issue or sell the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approvedSubject Securities. The Issuance Notice Investor shall set forth the material terms and conditions of the proposed issuance, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance date, which shall be at least 20 have five Business Days from the date of such notice to irrevocably agree to purchase up to its pro rata share of the Issuance Notice; and Subject Securities for the price and upon the terms (iiiincluding brokerage, transaction, acquisition, advisory, due diligence, origination or similar fees, but excluding expense reimbursements and underwriting discounts, fees or commissions) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth specified in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued by the Company on the issuance date and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance by (B) the total number of Common Shares owned by all Initial Shareholders on such date immediately prior to such issuance (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (stating the quantity of Subject Securities agreed to be purchased. The Investor acknowledges that the acquisition of the Subject Securities may be subject to stockholder approval under the rules of the New York Stock Exchange and subject to any required approval from any Governmental Entity. In the event the Investor fails to exercise such preemptive right within such five Business Days of receipt of Day period, the Over-allotment Notice) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”). Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder Company shall have 90 days to sell the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Subject Securities not elected agreed to be purchased pursuant to Section 4.01(c) by the Investor at the same price and Section 4.01(d) above in accordance with upon the same terms and conditions set forth specified in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals)Company’s notice described above. In the event the Company has not sold such New the Subject Securities within such time ninety-day period, the Company shall not thereafter issue or sell any New Subject Securities without first again offering such securities in the manner provided above. In the event that the Investor is entitled to the Shareholders in accordance with the procedures set forth rights provided in this Section 4.01. (f) Upon 5 as the consummation result of the issuance a registered offering of any New Securities in accordance with this Section 4.01Subject Securities, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities Investor shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable entitled to the actions of the purchasers thereof), exercise such rights through participation in such registered offering and the Company shall ensure that enough units of Subject Securities shall be registered to permit such exercise. For the purposes of this Section 5, the term “Subject Securities” means any debt or equity securities of the Company (including common stock or preferred stock of the Company), or any debt or equity security of the Company convertible or exchangeable for or into any debt or equity security of the Company, but excludes (i) shares of Common Stock that are issued or are issuable pursuant to a stock option plan, restricted stock plan, agreements or other incentive stock arrangements approved by the stockholders and a majority of the Board of Directors or an authorized committee thereof; (ii) shares of Common Stock issued in a split or subdivision of the outstanding shares of Common Stock, a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, exchangeable for, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (the “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), so represent and warrant long as the Investor is entitled to participate in the same to the purchasers thereofextent of any securities affected thereby that it holds on the applicable record date for the same, (iii) shares of Common Stock issued pursuant to the Rights Offering or any similar offerings in the future, so long as the Investor is permitted to participate in the same to the extent of any common stock it holds as of the record date for the same, and further represent and warrant (iv) securities issued to such purchasers that such New Securities shall be, upon issuance thereof TRT pursuant to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriateTRT Investment Agreement.

Pre-Emptive Right. (a) The Company hereby grants to each Initial Shareholder and the Xxxxxxx Shareholder (each, a “Pre-emptive Shareholder”) the right to purchase its pro rata portion of any new Common Shares (other than any Excluded Securities) (the “New Securities”) that the Company may from time to time propose to issue or sell to any Person. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection (a) above to the Pre-emptive Shareholders within five Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall set forth the material terms and conditions of the proposed issuanceissuance or sale, including: (i) the number of New Securities proposed to be issued and the percentage of the Company’s outstanding Common Shares, on a fully diluted basis, that such issuance would represent; (ii) the proposed issuance or sale date, which shall be at least 20 Business Days from the date of the Issuance Notice; and (iii) the proposed purchase price per share. (c) Each Pre-emptive Shareholder shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase, at the purchase price set forth in the Issuance Notice, up to the amount of New Securities equal to the product of (x) the total number of New Securities to be issued or sold by the Company on the issuance or sale date (as the case may be) and (y) a fraction determined by dividing (A) the number of Common Shares owned by such Pre-emptive Shareholder immediately prior to such issuance or sale by (B) the total number of Common Shares owned by all the Initial Shareholders and the Xxxxxxx Shareholder on such date immediately prior to such issuance or sale (the “Pre-emptive Pro Rata Portion”) by delivering a written notice to the Company. Such Pre-emptive Shareholder’s election to purchase New Securities shall be binding and irrevocable. (d) No later than five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Shareholder in writing of the number of New Securities that each Pre-emptive Shareholder has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre-emptive Shareholder exercising its right to purchase its Pre-emptive Pro Rata Portion of the New Securities in full (an “Exercising Shareholder”) shall have a right of over-allotment such that if any other Pre-emptive Shareholder fails to exercise its right under this Section 4.01 4.1 to purchase its Pre-emptive Pro Rata Portion of the New Securities (each, a “Non-Exercising Shareholder”), such Exercising Shareholder may purchase all or any portion of such Non-Exercising Shareholder’s allotment (the “Over-allotment New Securities”) by giving written notice to the Company (within five Business Days of receipt of the Over-allotment NoticeNotice (the “Over-allotment Exercise Period”)) setting forth the number of Over-allotment New Securities that such Exercising Shareholder is willing to purchase (the “Over-allotment Exercise Period”)purchase. Such Exercising Shareholder’s election to purchase Over-allotment New Securities shall be binding and irrevocable. If more than one Exercising Shareholder elects to exercise its right of over-allotment, each Exercising Shareholder shall have the right to purchase the number of Over-allotment New Securities it elected to purchase in its written notice; provided, that if the over-allotment New Securities are over-subscribed, each Exercising Shareholder shall purchase its pro rata portion of the available Over-allotment New Securities based upon the relative Pre-emptive Pro Rata Portions of the Exercising Shareholders. (e) The Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to any New Securities not elected to be purchased pursuant to Section 4.01(c4.1(c) and Section 4.01(d4.1(d) above in accordance with the terms and conditions set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced) so long as such issuance or sale is closed within 180 days after the expiration of the Over-allotment Exercise Period (subject to the extension of such 180-day period for a reasonable time not to exceed 270 days to the extent reasonably necessary to obtain any Government Approvals). In the event the Company has not issued or sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Pre-emptive Shareholders in accordance with the procedures set forth in this Section 4.014.1. (f) Upon the consummation of the issuance or sale of any New Securities in accordance with this Section 4.014.1, the Company shall deliver to each Exercising Shareholder certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any Liens (other than those arising hereunder or under Applicable Law and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Shareholders and after payment therefor, duly authorized and validly issued. Each Exercising Shareholder shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including entering into such additional agreements as may be necessary or appropriate.