Common use of Pre-Emptive Right Clause in Contracts

Pre-Emptive Right. (1) For so long as the Investor beneficially owns, directly or indirectly, at least 7.5% of the issued and outstanding Shares, in the event of any distribution or issuance, including by way of a share dividend, of voting shares (the “Preemptive Voting Shares”) of the Corporation (a “Distribution”) or of securities convertible, exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together with the Preemptive Voting Shares, the “Distributed Securities”), other than an Exempt Distribution (as defined below), the Corporation shall issue to the Investor rights to subscribe for that number of Subordinate Voting Shares or, as the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquire, on the same terms and conditions, including as to subscription or exercise price, as applicable, mutatis mutandis, as applicable to the Convertible Securities, that number of Subordinate Voting Shares, in each case, which would permit the Investor to subscribe for and acquire such number of Subordinate Voting Shares (or Convertible Securities, as applicable) that, assuming the conversion, exercise or exchange thereof, if applicable, would result in the Investor beneficially owning, directly or indirectly, the same aggregate percentage of Shares (relative to all Shareholders) as it beneficially owned, directly or indirectly, immediately prior to such Distribution (the “Rights to Subscribe”). (2) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant to the Articles; (ii) in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise by the underwriters in connection with the initial public offering of the Corporation of their over-allotment or “greenshoe” option to purchase additional Subordinate Voting Shares; and (viii) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii) or (viii), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for substantially concurrently with the completion of the Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid by the Corporation), (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares. (4) At least fifteen (15) Business Days prior to the closing of any proposed Distribution, the Corporation shall deliver to the Investor Representative a notice in writing offering the Investor the opportunity to subscribe for the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description of the terms and conditions relating to the Distributed Securities and the Subscription Securities and will, to the extent known, state the price at which the Distributed Securities and the Subscription Securities will be distributed and the date on which the issuance of Distributed Securities is to be completed and will state that the Investor, if it wishes to exercise its rights to subscribe and subscribe for Subscription Securities, may do so only by giving written notice of the exercise of the subscription right granted hereby to the Corporation within ten (10) Business Days after the date of delivery of the notice regarding the offer, provided that if the Corporation receives a Bought Deal relating to such Distribution, the Investor shall have not less than 24 hours from the time the Corporation advises it of such Bought Deal to provide the written notice to the Corporation specified in this Section 6.1(4). The Investor will be entitled to participate in the issuance of the Distributed Securities in accordance with Section 6.1(1). (5) If the Corporation proposes to grant an option or other right for the purchase of or subscription for Distributed Securities (other than options or other convertible, exercisable or exchangeable securities issued to directors, employees or consultants of the Corporation under compensatory plans of the Corporation which are approved by the Board), such option or other right will also be made available to the Investor as nearly as may be possible in accordance with the foregoing. (6) The right to receive Rights to Subscribe and the legal or beneficial ownership of the Rights to Subscribe, may be assigned in whole or in part among the Affiliated Transferees, provided that written notice of any such assignment shall be sent promptly to the Corporation.

Pre-Emptive Right. (1) For so long as the Investor beneficially owns, directly or indirectly, at least 7.5% of the issued and outstanding Shares, in the event of any distribution or issuance, including by way of a share dividend, of voting shares (the “Preemptive Voting Shares”) of the Corporation (a “Distribution”) or of securities convertible, exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together with the Preemptive Voting Shares, the “Distributed Securities”), other than an Exempt Distribution (as defined below), the Corporation shall issue to the Investor rights to subscribe for that number of Subordinate Voting Shares or, as the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquire, on the same terms and conditions, including as to subscription or exercise price, as applicable, mutatis mutandis, as applicable to the Convertible Securities, that number of Subordinate Voting Shares, in each case, which would permit the Investor to subscribe for and acquire such number of Subordinate Voting Shares (or Convertible Securities, as applicable) that, assuming the conversion, exercise or exchange thereof, if applicable, would result in the Investor beneficially owning, directly or indirectly, the same aggregate percentage of Shares (relative to all Shareholders) as it beneficially owned, directly or indirectly, immediately prior to such Distribution (the “Rights to Subscribe”). (2) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering Initial Public Offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant to the Articles; (ii) in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise by the underwriters in connection with the initial public offering Initial Public Offering of the Corporation of their over-allotment or “greenshoe” option to purchase additional Subordinate Voting Shares; (viii) in connection with the settlement of the prepaid stock purchase contracts forming part of the tangible equity units issued as part of the Initial Public Offering, including any tangible equity units issued as part of the underwriters’ over-allotment or “greenshoe” option; and (viiiix) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii), (viii) or (viiiix), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for substantially concurrently with the completion of the Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid by the Corporation), (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares. (4) At least fifteen (15) Business Days prior to the closing of any proposed Distribution, the Corporation shall deliver to the Investor Representative a notice in writing offering the Investor the opportunity to subscribe for the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description of the terms and conditions relating to the Distributed Securities and the Subscription Securities and will, to the extent known, state the price at which the Distributed Securities and the Subscription Securities will be distributed and the date on which the issuance of Distributed Securities is to be completed and will state that the Investor, if it wishes to exercise its rights to subscribe and subscribe for Subscription Securities, may do so only by giving written notice of the exercise of the subscription right granted hereby to the Corporation within ten (10) Business Days after the date of delivery of the notice regarding the offer, provided that if the Corporation receives a Bought Deal relating to such Distribution, the Investor shall have not less than 24 hours from the time the Corporation advises it of such Bought Deal to provide the written notice to the Corporation specified in this Section 6.1(4). The Investor will be entitled to participate in the issuance of the Distributed Securities in accordance with Section 6.1(1). (5) If the Corporation proposes to grant an option or other right for the purchase of or subscription for Distributed Securities (other than options or other convertible, exercisable or exchangeable securities issued to directors, employees or consultants of the Corporation under compensatory plans of the Corporation which are approved by the Board), such option or other right will also be made available to the Investor as nearly as may be possible in accordance with the foregoing. (6) The right to receive Rights to Subscribe and the legal or beneficial ownership of the Rights to Subscribe, may be assigned in whole or in part among the Affiliated Transferees, provided that written notice of any such assignment shall be sent promptly to the Corporation.

Pre-Emptive Right. (1a) For so long as During the Investor beneficially ownsRestricted Period, directly subject to applicable laws and the receipt of all required regulatory and other approvals (including the approvals of each stock exchange on which the Shares or indirectly, at least 7.5% of the issued and outstanding Shares, Convertible Securities are listed) in the event of any distribution or issuanceDistribution of Pre-Emptive Right Securities (a “Subsequent Offering”), including by way of a share dividend, of voting shares the Investor shall have the right but not the obligation (the “Preemptive Voting Shares”) of the Corporation (a “Distribution”) or of securities convertible, exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together with the Preemptive Voting Shares, the “Distributed SecuritiesPre-Emptive Right”), other than an Exempt Distribution (as defined below)exercisable in accordance with this Section 3.1, to subscribe, at the Corporation shall issue subscription price per Pre-Emptive Right Security offered pursuant to the Investor rights to subscribe for that Subsequent Offering and otherwise on substantially the terms and conditions of Subsequent Offering: (i) in the case of a Subsequent Offering of Shares, such number of Subordinate Voting Shares that would result in the Investor maintaining the same Ownership Percentage as it held immediately prior to such Subsequent Offering of Shares (subject to Section 3.3); or, as (ii) in the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquire, on the same terms and conditions, including as to subscription or exercise price, as applicable, mutatis mutandis, as applicable to the of a Subsequent Offering of Convertible Securities, that number of Subordinate Voting Shares, in each case, which would permit the Investor to subscribe for and acquire such number of Subordinate Voting Shares Convertible Securities that would (or Convertible Securities, as applicable) that, assuming the conversion, exercise or exchange thereofof all the Convertible Securities issued in connection with such Distribution, if applicable, would including the Convertible Securities issued pursuant to this Section 3.1) result in the Investor beneficially owning, directly or indirectly, maintaining the same aggregate percentage of Shares (relative to all Shareholders) Ownership Percentage as it beneficially owned, directly or indirectly, held immediately prior to such Distribution Subsequent Offering of Convertible Securities (the “Rights subject to Subscribe”). (2) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering or issued thereafter in compliance with Section 6.1(13.3), in each case, pursuant to the Articles; (ii) in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise by the underwriters in connection with the initial public offering of the Corporation of their over-allotment or “greenshoe” option to purchase additional Subordinate Voting Shares; and (viii) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii) or (viii), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for substantially concurrently with the completion of the Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid after giving effect to any Pre-Emptive Securities acquired by the Corporation)Investor or any Affiliate thereof pursuant to the Subsequent Offering, (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, pursuant to the higher of (a) the weighted average price exercise of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listedPre-Emptive Right, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of if applicable. (b) Pre-Emptive Right Securities will be offered by way of a separate private placement to the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may beInvestor to be completed in accordance with Section 3.1(f), unless the trading day before Company and the Distribution of such Voting SharesInvestor agree that the Investor will participate directly in the Subsequent Offering. (4c) At least fifteen (15) five Business Days prior to the closing public announcement of any proposed Distributionthe Subsequent Offering (or, in the case of a Subsequent Offering that is a Bought Deal, at least two Business Days), the Corporation Company shall deliver to the Investor Representative a notice in writing offering (the Investor “Subsequent Offering Notice”) setting out (i) the opportunity number of Pre-Emptive Securities proposed to subscribe for be issued; (ii) the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description of the material terms and conditions relating of any Convertible Securities proposed to the Distributed Securities be issued and the Subscription Securities any other terms and will, conditions of such Subsequent Offering; (iii) to the extent known, state the subscription price at per Pre-Emptive Security proposed to be issued by the Company under such Subsequent Offering; and (iv) the proposed closing date for the issuance of Shares or Convertible Securities to the Investor, assuming exercise of the Pre-Emptive Right by the Investor. In the case of a Subsequent Offering that relates to the exercise of an Over-Allotment Option, the Company shall provide the Subsequent Offering Notice as soon as practicable following the exercise of the Over-Allotment Option. (d) If the Investor wishes to exercise the Pre-Emptive Right in respect of a particular Subsequent Offering, the Investor shall give written notice to the Company (the “Exercise Notice”) of the exercise of such right and of the number of Shares or Convertible Securities, as applicable, that the Investor wishes to purchase within three Business Days after the date upon which the Distributed Securities and Subsequent Offering Notice is received by the Subscription Securities Investor (or, in the case of a Subsequent Offering that is a Bought Deal, 24 hours) (the “Exercise Notice Period”), provided that if the Investor does not so provide such Exercise Notice prior to the expiration of the Exercise Notice Period, the Investor will not be distributed and entitled to exercise the Pre-Emptive Right in respect of such Subsequent Offering. Any Exercise Notice delivered by the Investor shall set forth the aggregate number of each class of securities of the Company beneficially owned, or over which the Investor or any Affiliate thereof exercise control or direction (or any combination thereof), directly or indirectly, as of the date of such Exercise Notice. (e) If the Company receives a valid Exercise Notice from the Investor within the Exercise Notice Period, then the Company shall, subject to the receipt of all required regulatory and other approvals (including the approvals of each stock exchange on which the issuance Shares or Convertible Securities are listed) on terms and conditions satisfactory to the Company, acting reasonably, which approvals the Company shall use commercially reasonable efforts to obtain (other than any shareholder approvals which the Company shall not under any circumstances be required or obliged to obtain), and subject to compliance with applicable laws, issue to the Investor against payment of Distributed the subscription price payable in respect thereof, that number of Pre-Emptive Right Securities is to be completed and will state that set forth in the Investor, if it wishes to exercise its rights to subscribe and subscribe for Subscription Securities, may do so only by giving written notice Exercise Notice. (f) The closing of the exercise of the subscription right granted hereby Pre-Emptive Right will take place on the closing date set out in the Subsequent Offering Notice, which shall be, to the Corporation within ten (10) Business Days after extent practicable, concurrent with the date of delivery related issuance pursuant to the Subsequent Offering and, if not practicable, as soon as practicable thereafter. If the closing of the notice regarding exercise of the offerPre-Emptive Right has not been completed by the 90th day following the receipt of the Subsequent Offering Notice (or such earlier or later date as the Parties may agree), provided that if the Corporation receives a Bought Deal relating Company has used its commercially reasonable efforts to obtain all required regulatory and other approvals (other than any shareholder approvals, which the Company shall not under any circumstances be required or obliged to obtain), then the Investor may choose to withdraw its Exercise Notice, in which case the Company will have no obligation to issue any Shares or Convertible Securities, as applicable, to the Investor pursuant to such Distribution, the Investor shall have not less than 24 hours from the time the Corporation advises it of such Bought Deal to provide the written notice to the Corporation specified in this Section 6.1(4). The Investor will be entitled to participate in the issuance exercise of the Distributed Securities in accordance with Section 6.1(1)Pre-Emptive Right. (5g) If the Corporation proposes Investor does not timely elect to grant an option or other right exercise its Pre-Emptive Right in full, then the Company shall be free for a period of 90 days following the purchase of or subscription for Distributed Securities (other than options or other convertible, exercisable or exchangeable securities issued to directors, employees or consultants expiration of the Corporation under compensatory plans of Exercise Notice Period to sell the Corporation which are approved Shares or Convertible Securities, as applicable, subject to the Subsequent Offering Notice on terms and conditions not materially more favorable to the purchasers thereof; provided that any Shares or Convertible Securities offered or sold by the Board)Company after such 90-day period, or any Shares or Convertible Securities offered or sold by the Company during such option or other right will also be made available 90-day period on terms and conditions materially more favorable to the purchasers thereof than those offered to the Investor as nearly as may in the Subsequent Offering Notice, must, in either case, be possible in accordance with the foregoing. (6) The right to receive Rights to Subscribe and the legal or beneficial ownership of the Rights to Subscribe, may be assigned in whole or in part among the Affiliated Transferees, provided that written notice of any such assignment shall be sent promptly reoffered to the CorporationInvestor pursuant to this Section 3.1 as though it were a new Subsequent Offering.

Pre-Emptive Right. (1a) For so long as Subject to the terms and conditions of this Section 5.01, the Company hereby grants to the Investor beneficially owns, directly or indirectly, at least 7.5% a right of the issued and outstanding Shares, in the event of any distribution or issuance, including by way of a share dividend, of voting shares first offer (the “Preemptive Voting SharesRight of First Offer”) to purchase its pro rata share of issues and sales by the Company of its Equity Securities (as hereinafter defined). The Investor’s pro rata share, for purposes of this Right of First Offer, is the ratio of the Corporation number of shares of Common Stock owned by the Investor immediately prior to the issuance of the Equity Securities, assuming full conversion of the Preferred Stock and exercise of all outstanding rights, options and warrants to acquire Common Stock held by said Investor, to the total number of shares of Common Stock outstanding immediately prior to the issuance of the Equity Securities, assuming full conversion of all outstanding Preferred Stock, and the exercise of all outstanding rights, options and warrants to acquire Common Stock. (a “Distribution”b) Each time the Company proposes to offer any shares, whether now authorized or not, or any rights, options or warrants to purchase any such shares of Common Stock or of its preferred stock or any securities convertible, exercisable of any type that are or may become convertible into or exchangeable into Preemptive Voting Shares or giving the right to acquire exercisable for any shares that would constitute Preemptive Voting Shares of, any class of Common Stock or its preferred stock (the “Convertible Securities” and, together with the Preemptive Voting Shares, the “Distributed Equity Securities”), other than the Company shall first make an Exempt Distribution (as defined below), the Corporation shall issue offer of such Equity Securities to the Investor rights in accordance with the following provisions: (i) The Company shall deliver a notice (an “Issue Notice”) to subscribe for that the Investor stating (A) its bona fide intention to offer such Equity Securities, (B) a description of such Equity Securities, (C) the number of Subordinate Voting Shares orsuch Equity Securities to be offered, as and (D) the case may be, for securities convertible, exercisable or exchangeable into or giving the right price and terms upon which it proposes to acquire, on the same terms and conditions, including as to subscription or exercise price, as applicable, mutatis mutandis, as applicable to the Convertible offer such Equity Securities, that number of Subordinate Voting Shares, in each case, which would permit the Investor to subscribe for and acquire such number of Subordinate Voting Shares (or Convertible Securities, as applicable) that, assuming the conversion, exercise or exchange thereof, if applicable, would result in the Investor beneficially owning, directly or indirectly, the same aggregate percentage of Shares (relative to all Shareholders) as it beneficially owned, directly or indirectly, immediately prior to such Distribution (the “Rights to Subscribe”). (2ii) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant By written notice to the Articles; (ii) in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise by the underwriters in connection with the initial public offering of the Corporation of their over-allotment or “greenshoe” option to purchase additional Subordinate Voting Shares; and (viii) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii) or (viii), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for substantially concurrently with the completion of the Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid by the Corporation), (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares. (4) At least fifteen (15) Business Days prior to the closing of any proposed Distribution, the Corporation shall deliver to the Investor Representative a notice in writing offering the Investor the opportunity to subscribe for the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description of the terms and conditions relating to the Distributed Securities and the Subscription Securities and will, to the extent known, state the price at which the Distributed Securities and the Subscription Securities will be distributed and the date on which the issuance of Distributed Securities is to be completed and will state that the Investor, if it wishes to exercise its rights to subscribe and subscribe for Subscription Securities, may do so only by giving written notice of the exercise of the subscription right granted hereby to the Corporation Company within ten (10) Business Days after receipt by the date Investor of delivery of the notice regarding the offer, provided that if the Corporation receives a Bought Deal relating to such Distributionan Issue Notice, the Investor shall have may elect to purchase or obtain, at the price and on the terms specified in the Issue Notice, its pro rata share of the Equity Securities at the price and upon the terms specified in the Issue Notice and stating therein the quantity of Equity Securities to be purchased. (iii) if all of the Equity Securities that the Investor is entitled to obtain pursuant to Section 5.01(b)(ii) are not elected to be obtained as provided in Section 5.01(b)(ii), the Company may, during the one-hundred and twenty (120) day period following the expiration of the five (5) Business Day period provided in Section 5.01(b)(ii), offer the remaining unsubscribed portion of such Equity Securities to any Person or Persons at a price not less than 24 hours from the time the Corporation advises it of such Bought Deal to provide the written notice than, and upon terms no more favorable to the Corporation offeree than, those specified in the Issue Notice. If the Company does not enter into an agreement for the sale of the Equity Securities within such period, or if such agreement is not consummated within one-hundred and twenty (120) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Equity Securities shall not be offered unless first re-offered to the Investor in accordance herewith. (iv) The Right of First Offer in this Section 6.1(4). The Investor will 5.01 shall not be entitled applicable to participate in (A) the issuance or sale of the Distributed Securities in accordance with Section 6.1(1). shares of Common Stock (5or options therefore) If the Corporation proposes to grant an option employees or other right officers for the purchase primary purpose of soliciting or subscription for Distributed Securities (retaining their services, including, without limitation, pursuant to the Company’s incentive stock plan or any other than options plan or other convertible, exercisable or exchangeable securities issued to directors, employees or consultants of the Corporation under compensatory plans of the Corporation which are arrangement approved by the Board), such option or other right will also be made available ; (B) the issuance of securities pursuant to the Investor as nearly as may be possible in accordance with the foregoing. (6) The right to receive Rights to Subscribe and the legal conversion or beneficial ownership exercise of convertible or exercisable securities, including, without limitation, upon conversion of the Rights Preferred Stock; (C) the issuance of securities pursuant to Subscribea Public Offering; or (D) securities of the Company issued, may be assigned in whole a single transaction or in part among a series of related transactions, in connection with bank financing transactions, commercial credit transactions, equipment lease financing transactions or similar transactions approved by the Affiliated TransfereesCompany’s Board the principal purpose of which is not to raise equity funding and which do not exceed 5% of the Company’s Equity Securities on a fully diluted basis; (E) securities issued, provided that written notice in a single transaction or in a series of related transactions, in connection with transactions with operating companies approved by the Company’s Board involving research or development funding, technology licensing or joint marketing or manufacturing activities and which do not exceed 5% of the Company’s Equity Securities on a fully-diluted basis; and (F) shares of Common Stock or preferred stock issued in connection with any such assignment shall be sent promptly to stock split, stock dividend, or recapitalization where the Corporationproportionate equity of the Investor remains unchanged by the Company.

Pre-Emptive Right. (1) For so long as the Investor beneficially owns, directly or indirectly, at least 7.5% of the issued and outstanding Shares, in the event of any distribution or issuance, including by way of a share dividend, of voting shares (the “Preemptive Voting Shares”) of the Corporation (a “Distribution”) or of securities convertible, exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together with the Preemptive Voting Shares, the “Distributed Securities”), other than an Exempt Distribution (as defined below), the Corporation shall issue to the Investor rights to subscribe for that number of Subordinate Voting Shares or, as the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquire, on the same terms and conditions, including as to subscription or exercise price, as applicable, mutatis mutandis, as applicable to the Convertible Securities, that number of Subordinate Voting Shares, in each case, which would permit the Investor to subscribe for and acquire such number of Subordinate Voting Shares (or Convertible Securities, as applicable) that, assuming the conversion, exercise or exchange thereof, if applicable, would result in the Investor beneficially owning, directly or indirectly, the same aggregate percentage of Shares (relative to all Shareholders) as it beneficially owned, directly or indirectly, immediately prior to such Distribution (the “Rights to Subscribe”). (2) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant to the Articles; (ii) in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise by the underwriters in connection with the initial public offering of the Corporation of their over-allotment or “greenshoe” option to purchase additional Subordinate Voting Shares; and (viii) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii) or (viii), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for substantially concurrently with the completion of the Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid by the Corporation), (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares. (4) At least fifteen (15) Business Days prior Subject to the closing of any proposed Distribution, the Corporation shall deliver to the Investor Representative a notice in writing offering the Investor the opportunity to subscribe for the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description of the terms and conditions relating of this Section 2.01, the Company hereby grants to the Distributed Investor a right of first offer (the “Right of First Offer”) to subscribe for its pro rata share of Equity Securities issued in any Private Placement. The Investor’s pro rata share, for purposes of this Right of First Offer, is the ratio of the number of shares of Common Stock owned by the Investor immediately prior to the issuance of the Equity Securities, assuming full conversion of the Series D Preferred Stock, conversion into Common Stock of all Notes issued or issuable under the Loan Agreement and exercise of all other outstanding rights, options and warrants to acquire Common Stock held by the Subscription Securities and willInvestor, to the extent known, state the price at which the Distributed Securities and the Subscription Securities will be distributed and the date on which total number of shares of Common Stock outstanding immediately prior to the issuance of Distributed the Equity Securities is plus all shares of Common Stock issuable upon conversion, redemption, exchange, exercise of, or as a dividend declared as of the time of measurement with respect to, any shares of preferred stock, options, warrants, debentures and other securities or any subscription rights. (b) Each time the Company proposes to effect a Private Placement, the Company shall first make an offer of such Equity Securities to the Investor in accordance with the following provisions: (i) The Company shall deliver a notice (an “Issue Notice”) to the Investor stating (A) its bona fide intention to offer such Equity Securities, (B) a description of such Equity Securities, (C) the number (or the formula for determining the number) of such Equity Securities to be completed offered and will state that (D) the Investor, if pricing mechanism and other terms upon which it wishes proposes to exercise its rights to subscribe and subscribe for Subscription offer such Equity Securities, may do so only by giving . (ii) By written notice of the exercise of the subscription right granted hereby to the Corporation Company within ten five (105) Business Days after receipt by the date Investor of delivery of the notice regarding the offer, provided that if the Corporation receives a Bought Deal relating to such Distributionan Issue Notice, the Investor shall have not less than 24 hours from may elect to subscribe for all or a part of, its pro rata share of the time Equity Securities, applying the Corporation advises it of such Bought Deal to provide same pricing mechanism and upon the written notice to the Corporation other terms as specified in this Section 6.1(4). The Investor will be entitled to participate the Issue Notice and stating therein the quantity (or the formula as specified in the issuance Issue Notice, if applicable) of the Distributed Equity Securities in accordance with Section 6.1(1)to be purchased. (5c) If the Corporation proposes Investor does not elect to grant subscribe for all of the Equity Securities that the Investor is entitled to subscribe for pursuant to Section 2.01(b)(ii), the Company may, during the one hundred twenty (120) day period following the expiration of the five (5) Business Day period provided in Section 2.01(b)(ii), offer the remaining unsubscribed portion of such Equity Securities to any Person or Persons at a price, and upon terms that are not materially different than those specified in the Issue Notice. If the Company does not enter into an option or other right agreement for the purchase of or subscription for Distributed Securities (other than options or other convertible, exercisable or exchangeable securities issued to directors, employees or consultants sale of the Corporation under compensatory plans Equity Securities within such period, or if such agreement is not consummated within one hundred twenty (120) days of the Corporation which are approved by execution thereof, the Board), right provided hereunder shall be deemed to be revived and such option or other right will also Equity Securities shall not be made available offered unless first re-offered to the Investor as nearly as may be possible in accordance with the foregoingherewith. (6) The right to receive Rights to Subscribe and the legal or beneficial ownership of the Rights to Subscribe, may be assigned in whole or in part among the Affiliated Transferees, provided that written notice of any such assignment shall be sent promptly to the Corporation.

Pre-Emptive Right. (1) For so long as the Investor Newmont Group beneficially ownsowns at least ten percent (10%) of the Shares (calculated on a non-diluted basis), if the Corporation wishes to issue any (i) Shares; (ii) other equity securities, or (iii) any security that is exercisable or convertible into, directly or indirectly, at least 7.5% or exchangeable for, or otherwise carries the right of the issued and outstanding Sharesholder to purchase or otherwise acquire Shares or other equity securities (collectively “Securities”) from its treasury for the purpose of raising capital (an “Equity Financing”, in which for greater certainty shall include the event issuance of any distribution additional Securities to which any other person is entitled pursuant to any pre-emptive or issuancesimilar rights held by such person in respect of such Equity Financing (“Other Pre-Emptive Securities”, including which shall include Securities issuable pursuant to such contractual arrangements in force on the date hereof as are disclosed in Schedule A)) (and for greater certainty, such an Equity Financing does not include the issuance of Securities upon the exercise or conversion of any convertible Security previously issued by way of a share dividend, of voting shares (the “Preemptive Voting Shares”) of the Corporation (including, but not limited to, the exercise of Security- or Share-based compensation or the exercise of outstanding warrants), or the issuance of Securities in exchange for Streams, Royalties or other rights, interests, properties or assets (each issuance of Securities which is not an Equity Financing being referred to herein as a “Distribution”) or of securities convertible, exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together with the Preemptive Voting Shares, the “Distributed SecuritiesNon-Financing Issuance”), other than an Exempt Distribution (as defined below), the Corporation shall will not allot or issue to the Investor rights to subscribe any such Securities unless such Securities are first offered for that number of Subordinate Voting Shares or, as the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquire, allotment and issuance on the same terms and conditionsconditions to the Shareholder in sufficient numbers so as to permit the Newmont Group to maintain, immediately following the closing of the Equity Financing (and taking into account the number of Other Pre-Emptive Securities which will be issued to any other person in connection with such Equity Financing, including any additional Other Pre- Emptive Securities which may be issuable as a result of the Shareholder’s exercise of its Pre-Emptive Right), up to subscription or exercise price, as applicable, mutatis mutandis, as applicable to the Convertible Securities, that number of Subordinate Voting Shares, in each case, which would permit the Investor to subscribe for and acquire such number of Subordinate Voting Shares (or Convertible Securities, as applicable) that, assuming the conversion, exercise or exchange thereof, if applicable, would result its pro rata shareholding in the Investor beneficially owning, directly or indirectly, the same aggregate percentage of Shares Corporation (relative to all Shareholderscalculated on a fully-diluted basis) as it beneficially owned, directly or indirectly, immediately prior to such Distribution closing of the Equity Financing (the “Rights to SubscribePre-Emptive Right”). (2) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant to the Articles; (ii) in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise by the underwriters in connection with the initial public offering of the Corporation of their over-allotment or “greenshoe” option to purchase additional Subordinate Voting Shares; and (viii) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii) or (viii), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for substantially concurrently with the completion of the Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid by the Corporation), (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares. (4) At least fifteen (15) Business Days prior to the closing of any proposed Distribution, the Corporation shall deliver to the Investor Representative a notice in writing offering the Investor the opportunity to subscribe for the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description of the terms and conditions relating to the Distributed Securities and the Subscription Securities and will, to the extent known, state the price at which the Distributed Securities and the Subscription Securities will be distributed and the date on which the issuance of Distributed Securities is to be completed and will state that the Investor, if it wishes to exercise its rights to subscribe and subscribe for Subscription Securities, may do so only by giving written notice of the exercise of the subscription right granted hereby to the Corporation within ten (10) Business Days after the date of delivery of the notice regarding the offer, provided that if the Corporation receives a Bought Deal relating to such Distribution, the Investor shall have not less than 24 hours from the time the Corporation advises it of such Bought Deal to provide the written notice to the Corporation specified in this Section 6.1(4). The Investor will be entitled to participate in the issuance of the Distributed Securities in accordance with Section 6.1(1). (5) If the Corporation proposes to grant an option or other right for the purchase of or subscription for Distributed Securities (other than options or other convertible, exercisable or exchangeable securities issued to directors, employees or consultants of the Corporation under compensatory plans of the Corporation which are approved by the Board), such option or other right will also be made available to the Investor as nearly as may be possible in accordance with the foregoing. (6) The right to receive Rights to Subscribe and the legal or beneficial ownership of the Rights to Subscribe, may be assigned in whole or in part among the Affiliated Transferees, provided that written notice of any such assignment shall be sent promptly to the Corporation.

Pre-Emptive Right. (1) For so long as Unless a Trigger Event has occurred, if the Investor beneficially ownsCorporation proposes to issue or sell any New Securities (including pursuant to any exercise of pre-emptive or similar rights held by any other person) (a “New Securities Offering”), directly or indirectly, at least 7.5% of then Osisko has the issued and outstanding Shares, in the event of any distribution or issuance, including by way of a share dividend, of voting shares right (the “Preemptive Voting SharesParticipation Right”) of the Corporation (a “Distribution”) or of securities convertible, exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together with the Preemptive Voting Shares, the “Distributed Securities”), other than an Exempt Distribution (as defined below), the Corporation shall issue to the Investor rights to subscribe for that number and purchase, each type, class or series of Subordinate Voting Shares or, as the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquire, on the same terms and conditions, including as to subscription or exercise priceNew Securities, as applicable, mutatis mutandis, as applicable on terms and conditions not less favorable than those provided to the Convertible Securitiesother subscribers of such New Securities in the New Securities Offering, that number of Subordinate Voting Shares, up to an amount sufficient to maintain its aggregate pro rata ownership interest in each case, which would permit the Investor to subscribe for and acquire such number of Subordinate Voting outstanding Shares (or Convertible Securities, as applicable) that, assuming the conversion, exercise or exchange thereof, if applicable, would result in the Investor beneficially owning, directly or indirectly, the same aggregate percentage of Shares (relative to all Shareholders) as it beneficially owned, directly or indirectlycalculated on a Partially-Diluted Basis), immediately prior to the closing of the New Securities Offering. Osisko may exercise its Participation Right with respect to any underwritten New Securities Offering through a concurrent and separate Private Placement, in which case Osisko and the Corporation shall use commercially reasonable efforts to cause the announcement of such Distribution (Private Placement to occur at the “Rights to Subscribe”same time as the announcement of such New Securities Offering, being understood that the closing of any such Private Placement may take place after the closing of any such New Securities Offering as contemplated in Section 3.1(5). (2) The rights of If the Investor under Section 6.1(1) will not applyCorporation proposes to issue or sell New Securities pursuant to a New Securities Offering giving rise to the Participation Right, and the Corporation will not issue any Rights give written notice to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant to the Articles; (ii) in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise by the underwriters in connection with the initial public offering of the Corporation of their over-allotment or “greenshoe” option to purchase additional Subordinate Voting Shares; and (viii) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii) or (viii), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe Osisko (the “Subscription SecuritiesOffering Notice”) shall be issued and must be paid for substantially concurrently with the completion of the Distribution and payment to the Corporation of the issue price for the Distributed Securitiesas soon as possible and, in any event, at the lowest price permitted by the applicable securities and stock exchange regulations and subject least five (as to such price) to the prior consent of the exchanges but at a price not lower than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid by the Corporation), (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares. (4) At least fifteen (155) Business Days prior to the earlier of (i) the Corporation entering into a binding agreement with any person providing for such New Securities Offering, and (ii) the Corporation publicly announcing such New Securities Offering. The Offering Notice will contain the following information, to the extent known at the time: a) the total number of each type, class and series of Equity Securities outstanding as at the date of the Offering Notice; b) the total number of each type, class and series of New Securities to be offered in such New Securities Offering, and the rights, privileges, restrictions, terms and conditions of each such type, class and series; c) the proposed price (on a per security basis) payable for the New Securities upon which Osisko is entitled to purchase pursuant to the Participation Right; d) the maximum number of New Securities that Osisko is entitled to subscribe for; e) the proposed announcement date, and the proposed closing date for such New Securities Offering; and f) any other material terms of such New Securities Offering, including a statement as to the expected use of proceeds; and the Corporation will use its commercially reasonable efforts to consult with Osisko and, if applicable, any proposed Distributionstock exchange(s) on which the Corporation’s securities are listed as to the size, structure and other characteristics of the New Securities Offering with a view to giving full effect to the intention of the Parties that Osisko will be able to fully exercise its Participation Right in connection therewith. Further, any material information not provided to Osisko in the Offering Notice because it is not then known shall be provided forthwith upon becoming known to the Corporation. Notwithstanding any other provision of this Agreement to the contrary, in the case of a New Securities Offering that is implemented by way of Bought Deal offering, the Corporation shall deliver provide notice to Osisko of such potential Bought Deal offering as soon as it is seriously considering such a Bought Deal offering or is in advanced discussions with underwriters in connection thereto, and the Investor Representative reference in this Section 3.1(2) to five (5) Business Days shall be changed to such notice as is practicable in the circumstances which shall at a minimum be thirty six (36) hours, provided that such minimum notice period may be waived in writing offering the Investor the opportunity to subscribe for the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description by any officer of Osisko irrespective of the terms and conditions relating to notice provisions set forth herein. (3) In the Distributed Securities and case of a contemplated issuance of securities for non-cash consideration, the Subscription Securities and willBoard shall determine the deemed issue price, to the extent knownacting reasonably, state which shall be the price at which the Distributed Securities and the Subscription Securities will be distributed and the date on which the issuance of Distributed Securities is to be completed and will state that the Investor, if it Osisko may participate. (4) If Osisko wishes to exercise its rights to subscribe and subscribe for Subscription Securitiesthe Participation Right in respect of a particular New Securities Offering, may do so only by giving Osisko shall give written notice to the Corporation (the “Participation Exercise Notice”) of the exercise of its Participation Right and of the subscription right granted hereby number of each type, class and series of New Securities Osisko wishes to purchase (the Corporation “Participation Securities”), within ten four (104) Business Days after the date of delivery receipt of the notice regarding Offering Notice. Notwithstanding any other provisions of this Agreement to the offercontrary, provided in the case of a New Securities Offering that if the Corporation receives is implemented by way of a Bought Deal relating to such Distributionoffering, the Investor Osisko shall have not less than 24 hours from the time the Corporation advises it of such Bought Deal use commercially reasonable efforts to provide its Participation Exercise Notice within twenty four (24) hours following the written notice to the Corporation specified in this Section 6.1(4). The Investor will be entitled to participate in the issuance receipt of the Distributed Securities Offering Notice so that the participation by Osisko can be announced concurrently with the Bought Deal, provided, however, that failure to do so shall not prevent Osisko from providing a Participation Exercise Notice within four (4) Business Days after the date of receipt of the Offering Notice and shall not prevent Osisko from exercising its Participation Right through a concurrent Private Placement as contemplated in accordance with Section 6.1(13.1(1). (5) If Osisko exercises its Participation Right, subject to the receipt of any required regulatory approvals (including of any stock exchange(s) on which the Corporation’s securities are listed), which approvals the Corporation proposes will use its commercially reasonable efforts to grant an option or other right promptly obtain (including applying for any necessary price protection confirmations), the closing of the purchase by Osisko of or subscription for Distributed its New Securities will occur on the date indicated by Osisko in the Participation Exercise Notice, but in any event not more than the later of (other than options or other convertible, exercisable or exchangeable securities issued to directors, employees or consultants i) ten (10) Business Days following the Participation Exercise Notice and (ii) the closing of the Corporation under compensatory plans sale of the Corporation which are approved by the Board), such option or other right will also be made available New Securities to the Investor as nearly as may be possible in accordance with the foregoingother purchasers thereof. (6) The right Participation Right will not terminate if, on receipt of any Offering Notice from the Corporation, Osisko fails or declines to receive Rights exercise it. (7) If pursuant to Subscribe and the legal rules of any stock exchange(s) on which Shares are listed or beneficial ownership applicable law, the exercise of the Rights Participation Right by Osisko results in Osisko holding 20% or more of the voting shares of the Corporation or otherwise results in a requirement for the Corporation to Subscribeobtain shareholder approval, may be assigned Osisko may, at its discretion, accept such lesser amount of New Securities, as applicable, as will not result in whole Osisko holding 20% or in part among the Affiliated Transferees, provided that written notice more of any such assignment shall be sent promptly to the Corporation’s voting shares or otherwise trigger shareholder approval.

Pre-Emptive Right. (1) For so long as the Investor beneficially owns, directly or indirectly, at least 7.5% of the issued and outstanding any Multiple Voting Shares, in the event of any distribution or issuance, including by way of a share dividend, of voting shares (the “Preemptive Voting Shares”) of the Corporation (a “Distribution”) or of securities convertible, exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together with the Preemptive Voting Shares, the “Distributed Securities”), other than an Exempt Distribution (as defined below), the Corporation shall issue to the Investor rights to subscribe for that number of Subordinate Multiple Voting Shares or, as the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquire, on the same terms and conditions, including as to subscription or exercise price, as applicable, mutatis mutandismutandis (except for the ultimate underlying securities shall be Multiple Voting Shares), as applicable to the Convertible Securities, that number of Subordinate Multiple Voting Shares, in each case, which would permit carry, in the Investor to subscribe for and acquire such aggregate, a number of Subordinate Voting Shares (or Convertible Securities, as applicable) that, assuming voting rights sufficient to maintain the conversion, exercise or exchange thereof, if applicable, would result in the Investor beneficially owning, directly or indirectly, the same aggregate percentage proportion of Shares total voting rights (relative to all Shareholders) as it beneficially owned, directly or indirectly, immediately prior to such Distribution associated with the then outstanding Multiple Voting Shares (the “Rights to Subscribe”). (2) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering Initial Public Offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant to the Articles; (ii) in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise by the underwriters in connection with the initial public offering Initial Public Offering of the Corporation of their over-allotment or “greenshoe” option to purchase additional Subordinate Voting Shares; (viii) in connection with the settlement of the prepaid stock purchase contracts forming part of the tangible equity units issued as part of the Initial Public Offering, including any tangible equity units issued as part of the underwriters’ over-allotment or “greenshoe” option; and (viiiix) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii), (viii) or (viiiix), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for substantially concurrently with the completion of the Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid by the Corporation), (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares. (4) In the event that the Investor acquires Convertible Securities pursuant to Section 6.1(1) which are convertible, exercisable or exchangeable into or give the right to acquire Multiple Voting Shares, such Convertible Securities shall only be convertible, exercisable or exchangeable if and whenever the Convertible Securities distributed or issued to other Persons pursuant to the Distribution are converted, exercised or exchanged, such that the conversion, exercise or exchange by the Investor of such Convertible Securities will not result in the issuance of a number of Multiple Voting Shares which increases the proportion, as in effect immediately prior to giving effect to the completion of the Distribution, of total voting rights associated with the issued and outstanding Multiple Voting Shares relative to all Shares, after giving effect to the conversion, exercise or exchange by the holder(s) of the Convertible Securities distributed or issued in connection with the Distribution. (5) At least fifteen (15) Business Days prior to the closing of any proposed Distribution, the Corporation shall deliver to the Investor Representative a notice in writing offering the Investor the opportunity to subscribe for the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description of the terms and conditions relating to the Distributed Securities and the Subscription Securities and will, to the extent known, state the price at which the Distributed Securities and the Subscription Securities will be distributed and the date on which the issuance of Distributed Securities is to be completed and will state that the Investor, if it wishes to exercise its rights to subscribe and subscribe for Subscription Securities, may do so only by giving written notice of the exercise of the subscription right granted hereby to the Corporation within ten (10) Business Days after the date of delivery of the notice regarding the offer, provided that if the Corporation receives a Bought Deal relating to such Distribution, the Investor shall have not less than 24 hours from the time the Corporation advises it of such Bought Deal to provide the written notice to the Corporation specified in this Section 6.1(46.1(5). The Investor will be entitled to participate in the issuance of the Distributed Securities in accordance with Section 6.1(1). (56) If the Corporation proposes to grant an option or other right for the purchase of or subscription for Distributed Securities (other than options or other convertible, exercisable or exchangeable securities issued to directors, employees or consultants of the Corporation under compensatory plans of the Corporation which are approved by the Board), such option or other right will also be made available to the Investor as nearly as may be possible in accordance with the foregoing. (67) The right to receive Rights to Subscribe and the legal or beneficial ownership of the Rights to Subscribe, may be assigned in whole or in part among the Affiliated Transferees, provided that written notice of any such assignment shall be sent promptly to the Corporation.

Pre-Emptive Right. (1) For so long as the Investor beneficially owns, directly or indirectly, at least 7.5% of the issued and outstanding Shares, in the event of any distribution or issuance, including by way of a share dividend, of voting shares (the “Preemptive Voting Shares”) of the Corporation (a “Distribution”) or of securities convertible, exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together with the Preemptive Voting Shares, the “Distributed Securities”), other than an Exempt Distribution (as defined below), the Corporation shall issue to the Investor rights to subscribe for that number of Subordinate Voting Shares or, as the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquire, on the same terms and conditions, including as to subscription or exercise price, as applicable, mutatis mutandis, as applicable to the Convertible Securities, that number of Subordinate Voting Shares, in each case, which would permit the Investor to subscribe for and acquire such number of Subordinate Voting Shares (or Convertible Securities, as applicable) that, assuming the conversion, exercise or exchange thereof, if applicable, would result in the Investor beneficially owning, directly or indirectly, the same aggregate percentage of Shares (relative to all Shareholders) as it beneficially owned, directly or indirectly, immediately prior to such Distribution (the “Rights to Subscribe”). (2) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering Initial Public Offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant to the Articles; (ii) in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise by the underwriters in connection with the initial public offering Initial Public Offering of the Corporation of their over-allotment or “greenshoe” option to purchase additional Subordinate Voting Shares; and (viii) in connection with the settlement of the prepaid stock purchase contracts forming part of the tangible equity units issued as part of the Initial Public Offering, including any tangible equity units issued as part of the underwriters’ over-allotment or “greenshoe” option; and (ix) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii), (viii) or (viiiix), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for substantially concurrently with the completion of the Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid by the Corporation), (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares. (4) At least fifteen (15) Business Days prior to the closing of any proposed Distribution, the Corporation shall deliver to the Investor Representative a notice in writing offering the Investor the opportunity to subscribe for the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description of the terms and conditions relating to the Distributed Securities and the Subscription Securities and will, to the extent known, state the price at which the Distributed Securities and the Subscription Securities will be distributed and the date on which the issuance of Distributed Securities is to be completed and will state that the Investor, if it wishes to exercise its rights to subscribe and subscribe for Subscription Securities, may do so only by giving written notice of the exercise of the subscription right granted hereby to the Corporation within ten (10) Business Days after the date of delivery of the notice regarding the offer, provided that if the Corporation receives a Bought Deal relating to such Distribution, the Investor shall have not less than 24 hours from the time the Corporation advises it of such Bought Deal to provide the written notice to the Corporation specified in this Section 6.1(4). The Investor will be entitled to participate in the issuance of the Distributed Securities in accordance with Section 6.1(1). (5) If the Corporation proposes to grant an option or other right for the purchase of or subscription for Distributed Securities (other than options or other convertible, exercisable or exchangeable securities issued to directors, employees or consultants of the Corporation under compensatory plans of the Corporation which are approved by the Board), such option or other right will also be made available to the Investor as nearly as may be possible in accordance with the foregoing. (6) The right to receive Rights to Subscribe and the legal or beneficial ownership of the Rights to Subscribe, may be assigned in whole or in part among the Affiliated Transferees, provided that written notice of any such assignment shall be sent promptly to the Corporation.

Pre-Emptive Right. (1) For so long as the Investor beneficially ownsIn connection with any Distribution, directly all or indirectly, at least 7.5% any of the issued and outstanding SharesBAT Group Permitted Holders shall have the right, in but not the event of any distribution or issuance, including by way of a share dividend, of voting shares obligation (the “Preemptive Voting Shares”) of the Corporation (a “Distribution”) or of securities convertible"Pre-Emptive Right"), exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together in accordance with the Preemptive Voting Shares, the “Distributed Securities”Section 5.1(3), other than an Exempt Distribution (as defined below), the Corporation shall issue to the Investor rights to subscribe for that up to an aggregate number of Subordinate Voting Shares or, as the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquireDistributed Securities, on the same terms and conditions, conditions as all other participants in the Distribution (including as to subscription or exercise price, as applicable, mutatis mutandis, as applicable to the Convertible Securities, that number of Subordinate Voting Sharessame price but, in each case, excluding any underwriting commissions and discounts, to the extent not payable by the Company in relation to the securities issued on the exercise of the Pre-Emptive Right, it being agreed that the Company shall use its commercially reasonable efforts to have such charges not apply to the BAT Group Permitted Holders), mutatis mutandis, determined in accordance with the following formula: For purposes of the foregoing formula, the following definitions shall apply: A means the aggregate number of Distributed Securities for which would permit the Investor BAT Group Permitted Holders have the right to subscribe pursuant to the Pre-Emptive Right, expressed as a positive number; B means the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders, calculated as of immediately prior to the closing of the Distribution (for greater certainty, expressed for purposes of this formula as a number - e.g., 19.9% shall be expressed as 0.199), subject to a limit of 19.9%; and acquire such C means the aggregate number of Subordinate Voting Shares Distributed Securities to be issued in connection with the Distribution (or Convertible Securities, as applicable) that, assuming the conversion, exercise or and/or exchange thereofof any Convertible Securities issued pursuant thereto, if applicable), would result in the Investor beneficially owning, directly or indirectly, the same aggregate percentage of Shares (relative to all Shareholders) expressed as it beneficially owned, directly or indirectly, immediately prior to such Distribution (the “Rights to Subscribe”)a positive number. (2) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant Company may deliver to the Articles; (ii) BAT Group Representative a notice in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with writing, as soon as practicable following a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise determination by the underwriters in connection with the initial public offering of the Corporation of their over-allotment or “greenshoe” option Company to purchase additional Subordinate Voting Shares; and (viii) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii) or (viii), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for substantially concurrently with the completion of the effect a Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower in no event less than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid by the Corporation), (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares. (4) At least fifteen (15) Business Days prior to the closing of any proposed Distribution (a "Distribution Notice"), which Distribution Notice shall: (a) specify the total number and type of Distributed Securities which are being offered in the Distribution; (b) specify the rights, the Corporation shall deliver to the Investor Representative a notice in writing offering the Investor the opportunity to subscribe for the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description of the privileges, restrictions, terms and conditions relating to the of such Distributed Securities and the Subscription Securities and will, to the extent known, state Securities; (c) specify the price at which the Distributed Securities are being offered in the Distribution, to the extent known; (d) specify the maximum number of Distributed Securities for which the BAT Group Permitted Holders have the right to subscribe pursuant to Section 5.1(1) and the Subscription Securities will aggregate subscription price therefor; (e) specify the date (which shall not be distributed and less than 20 Business Days after the date on which the issuance of Distributed Securities Distribution Notice is delivered) on which the Distribution is to be completed completed; and will (f) state that the Investor, if it wishes to exercise its rights to subscribe and subscribe reasons for Subscription Securities, may do so only by giving written notice of the exercise of the subscription right granted hereby to the Corporation within ten (10) Business Days after the date of delivery of the notice regarding the offer, provided that if the Corporation receives a Bought Deal relating to such Distribution, the Investor shall have not less than 24 hours from the time the Corporation advises it of such Bought Deal to provide the written notice to the Corporation specified in this Section 6.1(4). The Investor will be entitled to participate in the issuance of the Distributed Securities. (3) The BAT Group Permitted Holders shall have the right, exercisable by the BAT Group Representative (for and on behalf of the BAT Group Permitted Holders) within 20 Business Days after receipt by the BAT Group Representative of a Distribution Notice pursuant to Section 5.1(2), by delivering a subscription notice to the Company (the "Pre-Emptive Right Subscription Notice") setting out the number of Distributed Securities in accordance for which each applicable BAT Group Permitted Holder wishes to subscribe; provided, that if the Company proposed to effect a bought deal Distribution, the BAT Group Representative shall use commercially reasonable efforts to deliver a Pre-Emptive Right Subscription Notice consistent with Section 6.1(1)the customary time periods for bought deal transactions. (4) In the event that the Company expects to complete the applicable Distribution, no later than five Business Days prior to the expected closing date thereof, the Company shall deliver a written notice to the BAT Group Representative confirming: (a) the expected closing date thereof; and (b) the number of Distributed Securities allocated to the applicable BAT Group Permitted Holders and the aggregate subscription price therefor. (5) If The BAT Group Representative (for and on behalf of the Corporation proposes BAT Group Permitted Holders) shall, on or prior to grant an option the closing date of the Distribution, deliver or other right cause to be delivered to the Company (or as the Company may otherwise direct) a certified cheque, bank draft or wire transfer of immediately available funds in the amount of the aggregate subscription price for the purchase of or subscription for Distributed Securities (other than options allocated to the BAT Group Permitted Holders, and the Company shall issue, or other convertibleshall cause the issuance of, exercisable or exchangeable securities issued such Distributed Securities to directors, employees or consultants the applicable BAT Group Permitted Holders concurrently with the closing of the Corporation under compensatory plans of the Corporation which are approved by the Board), such option or other right will also be made available to the Investor as nearly as may be possible in accordance with the foregoingDistribution. (6) The right to receive Rights to Subscribe and To the legal or beneficial ownership extent the exercise of the Rights Pre-Emptive Right would cause the BAT Group Permitted Holders to Subscribeexceed the 30% Threshold, may be assigned in whole or in part among the Affiliated Transferees, provided that written notice of any such assignment Company shall be sent promptly issue Preferred Shares to the CorporationBAT Group Permitted Holders in place of Common Shares, to the extent required to cause the 30% Threshold not to be exceeded.

Pre-Emptive Right. (1) For so long as the Investor beneficially ownsIn connection with any Distribution, directly all or indirectly, at least 7.5% any of the issued and outstanding SharesBAT Group Permitted Holders shall have the right, in but not the event of any distribution or issuance, including by way of a share dividend, of voting shares obligation (the “Preemptive Voting Shares”) of the Corporation (a “Distribution”) or of securities convertible"Pre-Emptive Right"), exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together in accordance with the Preemptive Voting Shares, the “Distributed Securities”Section 5.1(3), other than an Exempt Distribution (as defined below), the Corporation shall issue to the Investor rights to subscribe for that up to an aggregate number of Subordinate Voting Shares or, as the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquireDistributed Securities, on the same terms and conditions, conditions as all other participants in the Distribution (including as to subscription or exercise price, as applicable, mutatis mutandis, as applicable to the Convertible Securities, that number of Subordinate Voting Sharessame price but, in each case, excluding any underwriting commissions and discounts, to the extent not payable by the Company in relation to the securities issued on the exercise of the Pre-Emptive Right, it being agreed that the Company shall use its commercially reasonable efforts to have such charges not apply to the BAT Group Permitted Holders), mutatis mutandis, determined in accordance with the following formula: For purposes of the foregoing formula, the following definitions shall apply: A means the aggregate number of Distributed Securities for which would permit the Investor BAT Group Permitted Holders have the right to subscribe pursuant to the Pre-Emptive Right, expressed as a positive number; B means the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders, calculated as of immediately prior to the closing of the Distribution (for greater certainty, expressed for purposes of this formula as a number - e.g., 19.9% shall be expressed as 0.199), subject to a limit of 19.9%; and acquire such C means the aggregate number of Subordinate Voting Shares Distributed Securities to be issued in connection with the Distribution (or Convertible Securities, as applicable) that, assuming the conversion, exercise or and/or exchange thereofof any Convertible Securities issued pursuant thereto, if applicable), would result in the Investor beneficially owning, directly or indirectly, the same aggregate percentage of Shares (relative to all Shareholders) expressed as it beneficially owned, directly or indirectly, immediately prior to such Distribution (the “Rights to Subscribe”)a positive number. (2) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant Company may deliver to the Articles; (ii) BAT Group Representative a notice in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with writing, as soon as practicable following a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise determination by the underwriters in connection with the initial public offering of the Corporation of their over-allotment or “greenshoe” option Company to purchase additional Subordinate Voting Shares; and (viii) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii) or (viii), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for substantially concurrently with the completion of the effect a Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower in no event less than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid by the Corporation), (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares. (4) At least fifteen (15) Business Days prior to the closing of any proposed Distribution (a "Distribution Notice"), which Distribution Notice shall: (a) specify the total number and type of Distributed Securities which are being offered in the Distribution; (b) specify the rights, the Corporation shall deliver to the Investor Representative a notice in writing offering the Investor the opportunity to subscribe for the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description of the privileges, restrictions, terms and conditions relating to the of such Distributed Securities and the Subscription Securities and will, to the extent known, state Securities; (c) specify the price at which the Distributed Securities are being offered in the Distribution, to the extent known; (d) specify the maximum number of Distributed Securities for which the BAT Group Permitted Holders have the right to subscribe pursuant to Section 5.1(1) and the Subscription Securities will aggregate subscription price therefor; (e) specify the date (which shall not be distributed and less than 20 Business Days after the date on which the issuance of Distributed Securities Distribution Notice is delivered) on which the Distribution is to be completed completed; and will (f) state that the Investor, if it wishes to exercise its rights to subscribe and subscribe reasons for Subscription Securities, may do so only by giving written notice of the exercise of the subscription right granted hereby to the Corporation within ten (10) Business Days after the date of delivery of the notice regarding the offer, provided that if the Corporation receives a Bought Deal relating to such Distribution, the Investor shall have not less than 24 hours from the time the Corporation advises it of such Bought Deal to provide the written notice to the Corporation specified in this Section 6.1(4). The Investor will be entitled to participate in the issuance of the Distributed Securities in accordance with Section 6.1(1)Securities. (53) If The BAT Group Permitted Holders shall have the Corporation proposes right, exercisable by the BAT Group Representative (for and on behalf of the BAT Group Permitted Holders) within 20 Business Days after receipt by the BAT Group Representative of a Distribution Notice pursuant to grant an option or other right for Section 5.1(2), by delivering a subscription notice to the purchase Company (the "Pre-Emptive Right Subscription Notice") setting out the number of or subscription for Distributed Securities (other than options or other convertiblefor which each applicable BAT Group Permitted Holder wishes to subscribe; provided, exercisable or exchangeable securities issued that if the Company proposed to directorseffect a bought deal Distribution, employees or consultants of the Corporation under compensatory plans of the Corporation which are approved by the Board), such option or other right will also be made available BAT Group Representative shall use commercially reasonable efforts to the Investor as nearly as may be possible in accordance deliver a Pre-Emptive Right Subscription Notice consistent with the foregoingcustomary time periods for bought deal transactions. (6) The right to receive Rights to Subscribe and the legal or beneficial ownership of the Rights to Subscribe, may be assigned in whole or in part among the Affiliated Transferees, provided that written notice of any such assignment shall be sent promptly to the Corporation.

Pre-Emptive Right. (1) For so long as the Investor beneficially owns, directly or indirectly, at least 7.5% of the issued and outstanding any Multiple Voting Shares, in the event of any distribution or issuance, including by way of a share dividend, of voting shares (the “Preemptive Voting Shares”) of the Corporation (a “Distribution”) or of securities convertible, exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together with the Preemptive Voting Shares, the “Distributed Securities”), other than an Exempt Distribution (as defined below), the Corporation shall issue to the Investor rights to subscribe for that number of Subordinate Multiple Voting Shares or, as the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquire, on the same terms and conditions, including as to subscription or exercise price, as applicable, mutatis mutandismutandis (except for the ultimate underlying securities shall be Multiple Voting Shares), as applicable to the Convertible Securities, that number of Subordinate Multiple Voting Shares, in each case, which would permit carry, in the Investor to subscribe for and acquire such aggregate, a number of Subordinate Voting Shares (or Convertible Securities, as applicable) that, assuming voting rights sufficient to maintain the conversion, exercise or exchange thereof, if applicable, would result in the Investor beneficially owning, directly or indirectly, the same aggregate percentage proportion of Shares total voting rights (relative to all Shareholders) as it beneficially owned, directly or indirectly, immediately prior to such Distribution associated with the then outstanding Multiple Voting Shares (the “Rights to Subscribe”). (2) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant to the Articles; (ii) in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise by the underwriters in connection with the initial public offering of the Corporation of their over-allotment or “greenshoe” option to purchase additional Subordinate Voting Shares; and (viii) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii) or (viii), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for substantially concurrently with the completion of the Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid by the Corporation), (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares. (4) In the event that the Investor acquires Convertible Securities pursuant to Section 6.1(1) which are convertible, exercisable or exchangeable into or give the right to acquire Multiple Voting Shares, such Convertible Securities shall only be convertible, exercisable or exchangeable if and whenever the Convertible Securities distributed or issued to other Persons pursuant to the Distribution are converted, exercised or exchanged, such that the conversion, exercise or exchange by the Investor of such Convertible Securities will not result in the issuance of a number of Multiple Voting Shares which increases the proportion, as in effect immediately prior to giving effect to the completion of the Distribution, of total voting rights associated with the issued and outstanding Multiple Voting Shares relative to all Shares, after giving effect to the conversion, exercise or exchange by the holder(s) of the Convertible Securities distributed or issued in connection with the Distribution. (5) At least fifteen (15) Business Days prior to the closing of any proposed Distribution, the Corporation shall deliver to the Investor Representative a notice in writing offering the Investor the opportunity to subscribe for the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description of the terms and conditions relating to the Distributed Securities and the Subscription Securities and will, to the extent known, state the price at which the Distributed Securities and the Subscription Securities will be distributed and the date on which the issuance of Distributed Securities is to be completed and will state that the Investor, if it wishes to exercise its rights to subscribe and subscribe for Subscription Securities, may do so only by giving written notice of the exercise of the subscription right granted hereby to the Corporation within ten (10) Business Days after the date of delivery of the notice regarding the offer, provided that if the Corporation receives a Bought Deal relating to such Distribution, the Investor shall have not less than 24 hours from the time the Corporation advises it of such Bought Deal to provide the written notice to the Corporation specified in this Section 6.1(46.1(5). The Investor will be entitled to participate in the issuance of the Distributed Securities in accordance with Section 6.1(1). (56) If the Corporation proposes to grant an option or other right for the purchase of or subscription for Distributed Securities (other than options or other convertible, exercisable or exchangeable securities issued to directors, employees or consultants of the Corporation under compensatory plans of the Corporation which are approved by the Board), such option or other right will also be made available to the Investor as nearly as may be possible in accordance with the foregoing. (67) The right to receive Rights to Subscribe and the legal or beneficial ownership of the Rights to Subscribe, may be assigned in whole or in part among the Affiliated Transferees, provided that written notice of any such assignment shall be sent promptly to the Corporation.

Pre-Emptive Right. (1) For so long as the Investor GFL Group beneficially owns, directly or indirectly, owns at least 7.5% of the issued and outstanding Shares, in the event of any distribution or issuance, including by way of a share dividend, of voting shares twenty percent (the “Preemptive Voting Shares”20%) of the Shares (calculated on a non-diluted basis), if the Corporation wishes to issue any Shares or other equity securities (collectively “Securities”) from its treasury for the purpose of raising capital (an “Equity Financing”, which for greater certainty shall include the issuance of any additional Securities to which any other person is entitled pursuant to any pre-emptive or similar rights held by such person in respect of such Equity Financing (“Other Pre-Emptive Securities”, which shall include Securities issuable pursuant to such contractual arrangements in force on the date hereof as are disclosed in Schedule A)) (and for greater certainty, such an Equity Financing does not include the issuance of Securities upon the exercise or conversion of any convertible Security previously issued by the Corporation (including, but not limited to, the exercise of Security- or Share-based compensation or the exercise of outstanding warrants), or the issuance of Securities in exchange for Streams, Royalties or other rights, interests, properties or assets (each issuance of Securities which is not an Equity Financing being referred to herein as a “Distribution”) or of securities convertible, exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together with the Preemptive Voting Shares, the “Distributed SecuritiesNon-Financing Issuance”), other than an Exempt Distribution (as defined below), the Corporation shall will not allot or issue to the Investor rights to subscribe any such Securities unless such Securities are first offered for that number of Subordinate Voting Shares or, as the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquire, allotment and issuance on the same terms and conditionsconditions to the Shareholder in sufficient numbers so as to permit the Shareholder or the GFL Group to maintain, immediately following the closing of the Equity Financing (and taking into account the number of Other Pre-Emptive Securities which will be issued to any other person in connection with such Equity Financing, including any additional Other Pre-Emptive Securities which may be issuable as a result of the Shareholder’s exercise of its Pre-Emptive Right), up to subscription or exercise price, as applicable, mutatis mutandis, as applicable to the Convertible Securities, that number of Subordinate Voting Shares, in each case, which would permit the Investor to subscribe for and acquire such number of Subordinate Voting Shares (or Convertible Securities, as applicable) that, assuming the conversion, exercise or exchange thereof, if applicable, would result its pro rata shareholding in the Investor beneficially owning, directly or indirectly, the same aggregate percentage of Shares Corporation (relative to all Shareholderscalculated on a fully-diluted basis) as it beneficially owned, directly or indirectly, immediately prior to such Distribution closing of the Equity Financing (the “Rights to SubscribePre-Emptive Right”). (2) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant to the Articles; (ii) in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise by the underwriters in connection with the initial public offering of the Corporation of their over-allotment or “greenshoe” option to purchase additional Subordinate Voting Shares; and (viii) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii) or (viii), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for substantially concurrently with the completion of the Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid by the Corporation), (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares. (4) At least fifteen (15) Business Days prior to the closing of any proposed Distribution, the Corporation shall deliver to the Investor Representative a notice in writing offering the Investor the opportunity to subscribe for the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description of the terms and conditions relating to the Distributed Securities and the Subscription Securities and will, to the extent known, state the price at which the Distributed Securities and the Subscription Securities will be distributed and the date on which the issuance of Distributed Securities is to be completed and will state that the Investor, if it wishes to exercise its rights to subscribe and subscribe for Subscription Securities, may do so only by giving written notice of the exercise of the subscription right granted hereby to the Corporation within ten (10) Business Days after the date of delivery of the notice regarding the offer, provided that if the Corporation receives a Bought Deal relating to such Distribution, the Investor shall have not less than 24 hours from the time the Corporation advises it of such Bought Deal to provide the written notice to the Corporation specified in this Section 6.1(4). The Investor will be entitled to participate in the issuance of the Distributed Securities in accordance with Section 6.1(1). (5) If the Corporation proposes to grant an option or other right for the purchase of or subscription for Distributed Securities (other than options or other convertible, exercisable or exchangeable securities issued to directors, employees or consultants of the Corporation under compensatory plans of the Corporation which are approved by the Board), such option or other right will also be made available to the Investor as nearly as may be possible in accordance with the foregoing. (6) The right to receive Rights to Subscribe and the legal or beneficial ownership of the Rights to Subscribe, may be assigned in whole or in part among the Affiliated Transferees, provided that written notice of any such assignment shall be sent promptly to the Corporation.

Pre-Emptive Right. (1) For so long as the Investor PAS Group beneficially ownsowns at least ten percent (10%) of the Shares (calculated on a non-diluted basis), if the Corporation wishes to issue any (i) Shares; (ii) other equity securities, or (iii) any security that is exercisable or convertible into, directly or indirectly, at least 7.5% or exchangeable for, or otherwise carries the right of the issued and outstanding Sharesholder to purchase or otherwise acquire Shares or other equity securities (collectively “Securities”) from its treasury for the purpose of raising capital (an “Equity Financing”, in which for greater certainty shall include the event issuance of any distribution additional Securities to which any other person is entitled pursuant to any pre-emptive or issuancesimilar rights held by such person in respect of such Equity Financing (“Other Pre-Emptive Securities”, including which shall include Securities issuable pursuant to such contractual arrangements in force on the date hereof as are disclosed in Schedule A) (and for greater certainty, such an Equity Financing does not include the issuance of Securities upon the exercise or conversion of any convertible Security previously issued by way of a share dividend, of voting shares (the “Preemptive Voting Shares”) of the Corporation (including, but not limited to, the exercise of Security- or Share-based compensation or the exercise of outstanding warrants), or the issuance of Securities in exchange for Streams, Royalties or other rights, interests, properties or assets (each issuance of Securities which is not an Equity Financing being referred to herein as a “Distribution”) or of securities convertible, exercisable or exchangeable into Preemptive Voting Shares or giving the right to acquire shares that would constitute Preemptive Voting Shares (the “Convertible Securities” and, together with the Preemptive Voting Shares, the “Distributed SecuritiesNon-Financing Issuance”), other than an Exempt Distribution (as defined below), the Corporation shall will not allot or issue to the Investor rights to subscribe any such Securities unless such Securities are first offered for that number of Subordinate Voting Shares or, as the case may be, for securities convertible, exercisable or exchangeable into or giving the right to acquire, allotment and issuance on the same terms and conditionsconditions to the Shareholder in sufficient numbers so as to permit the PAS Group to maintain, immediately following the closing of the Equity Financing (and taking into account the number of Other Pre-Emptive Securities which will be issued to any other person in connection with such Equity Financing, including any additional Other Pre-Emptive Securities which may be issuable as a result of the Shareholder’s exercise of its Pre-Emptive Right), up to subscription or exercise price, as applicable, mutatis mutandis, as applicable to the Convertible Securities, that number of Subordinate Voting Shares, in each case, which would permit the Investor to subscribe for and acquire such number of Subordinate Voting Shares (or Convertible Securities, as applicable) that, assuming the conversion, exercise or exchange thereof, if applicable, would result its pro rata shareholding in the Investor beneficially owning, directly or indirectly, the same aggregate percentage of Shares Corporation (relative to all Shareholderscalculated on a fully-diluted basis) as it beneficially owned, directly or indirectly, immediately prior to such Distribution closing of the Equity Financing (the “Rights to SubscribePre-Emptive Right”). (2) The rights of the Investor under Section 6.1(1) will not apply, and the Corporation will not issue any Rights to Subscribe, in the following circumstances (each, an “Exempt Distribution”): (i) in connection with the automatic conversion of Multiple Voting Shares outstanding on the date of the initial public offering or issued thereafter in compliance with Section 6.1(1), in each case, pursuant to the Articles; (ii) in respect of the exercise of Convertible Securities issued to directors or employees of the Corporation under the Corporation’s ordinary course security-based compensation arrangements; (iii) in connection with a subdivision of then-outstanding Subordinate Voting Shares into a greater number of Subordinate Voting Shares, on a proportionate basis to all Shareholders, provided that an equivalent change is made to the Multiple Voting Shares; (iv) upon the exercise by a holder of a conversion, exchange or other similar privilege pursuant to the terms of a security in respect of which the Investor did not exercise, failed to exercise, or waived its rights under Section 6.1(1) or which was issued in a transaction that would otherwise constitute an Exempt Distribution under this Section 6.1(2); (v) pursuant to a shareholders’ rights plan of the Corporation, if any; (vi) to any wholly owned Subsidiary of the Corporation; (vii) in connection with the issuance of Subordinate Voting Shares upon the exercise by the underwriters in connection with the initial public offering of the Corporation of their over-allotment or “greenshoe” option to purchase additional Subordinate Voting Shares; and (viii) shares issued in connection with any direct or indirect acquisitions or business combination transactions involving the Corporation or its Subsidiaries as consideration to the former shareholders or sellers of the acquired business or to the management of the acquired business, in each case of the foregoing clauses (ii), (iii), (v), (vi), (vii) or (viii), which have been approved by the Board. (3) The Rights to Subscribe shall be issued concurrently with the completion of the Distribution of the applicable Distributed Securities. To the extent that any such Rights to Subscribe are exercised, in whole or in part, the securities underlying such Rights to Subscribe (the “Subscription Securities”) shall be issued and must be paid for substantially concurrently with the completion of the Distribution and payment to the Corporation of the issue price for the Distributed Securities, at the lowest price permitted by the applicable securities and stock exchange regulations and subject (as to such price) to the prior consent of the exchanges but at a price not lower than (i) if the Distributed Securities are Subordinate Voting Shares, the price at which Subordinate Voting Shares are then being distributed or issued in the Distribution (excluding, for greater certainty, underwriting commissions and discounts and other transaction expenses paid by the Corporation), (ii) if the Distributed Securities are Convertible Securities, the price at which the applicable Convertible Securities are then being distributed or issued; and (iii) if the Distributed Securities are Voting Shares other than Subordinate Voting Shares, the higher of (a) the weighted average price of the transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be) for the 20 trading days preceding the Distribution of such Voting Shares or of (b) the weighted average price of transactions on the Subordinate Voting Shares on the TSX (or such other primary stock exchange on which they are listed, as the case may be), the trading day before the Distribution of such Voting Shares. (4) At least fifteen (15) Business Days prior to the closing of any proposed Distribution, the Corporation shall deliver to the Investor Representative a notice in writing offering the Investor the opportunity to subscribe for the applicable Subscription Securities pursuant to the rights to subscribe. The offer will contain a description of the terms and conditions relating to the Distributed Securities and the Subscription Securities and will, to the extent known, state the price at which the Distributed Securities and the Subscription Securities will be distributed and the date on which the issuance of Distributed Securities is to be completed and will state that the Investor, if it wishes to exercise its rights to subscribe and subscribe for Subscription Securities, may do so only by giving written notice of the exercise of the subscription right granted hereby to the Corporation within ten (10) Business Days after the date of delivery of the notice regarding the offer, provided that if the Corporation receives a Bought Deal relating to such Distribution, the Investor shall have not less than 24 hours from the time the Corporation advises it of such Bought Deal to provide the written notice to the Corporation specified in this Section 6.1(4). The Investor will be entitled to participate in the issuance of the Distributed Securities in accordance with Section 6.1(1). (5) If the Corporation proposes to grant an option or other right for the purchase of or subscription for Distributed Securities (other than options or other convertible, exercisable or exchangeable securities issued to directors, employees or consultants of the Corporation under compensatory plans of the Corporation which are approved by the Board), such option or other right will also be made available to the Investor as nearly as may be possible in accordance with the foregoing. (6) The right to receive Rights to Subscribe and the legal or beneficial ownership of the Rights to Subscribe, may be assigned in whole or in part among the Affiliated Transferees, provided that written notice of any such assignment shall be sent promptly to the Corporation.