Common use of Pre-Emptive Right Clause in Contracts

Pre-Emptive Right. In the event that the Corporation proposes to issue any class or series of the equity securities of the Corporation, any voting securities of the Corporation, or any securities convertible or exchangeable into, or entitling purchase of, any of the foregoing (the “Covered Securities” and, as such securities may be offered and/or issued from time to time by the Corporation, collectively “Offered Securities”), the Corporation shall provide written notice (a “Pre-Emption Notice”) to each Investor that has, together with its Affiliates, purchased at least $4,000,000 of the Units sold under the Offering (each a “2012 Pre-Emptive Rights Investor”), specifying the terms and conditions of the proposed issue (the “Covered Offering”), including the amount of money to be raised, the type of security to be issued, the price per security to be issued and the target completion date. In that event, each 2012 Pre-Emptive Right Investor shall then have the right, by written notice to the Corporation (the “Notice of Exercise of Pre-Emptive Rights”) within four (4) Business Days from the date of receipt of the Pre-Emption Notice, in the case of a Covered Offering that is a Private Placement, or within two (2) Business Days from the date of the receipt of the Pre-Emption Notice in the case of a Covered Offering that is a Public Offering, to subscribe, upon the terms and conditions set forth in the Pre-Emption Notice, for up to the number of Offered Securities which is equal to the number of the Offered Securities offered in the Covered Offering in proportion to the aggregate holding of Covered Securities by the 2012 Pre- Emptive Right Investor in relation to the total number of Covered Securities issued and outstanding immediately prior to the issuance of Offered Securities (the “Pre-Emptive Rights”) for a period until [ ], 2016. The Pre-Emptive Rights shall not apply to issuances of Offered Securities pursuant to (i) the Corporation’s stock option plan; (ii) collaboration agreements entered into by the Corporation; (iii) a Public Offering at a price per security at least 100% greater than the Subscription Price, in connection with which the securities being sold are listed on a Permitted Exchange, for total proceeds of at least C$50,000,000 and conducted by a recognized, full service investment banking firm; or (iv) the exercise of the Warrants.

Pre-Emptive Right. In 4.1.1 Subject to the event that provisions of Article 3 hereof, when the Corporation proposes Company increases its registered capital or offers to issue any class other Equity Securities, the investors shall have a pre-emptive right (but not the obligation) to subscribe for the additional registered capital or series of other Equity Securities under the equity securities of same conditions and in proportion to their paid-in capital contribution to the CorporationCompany, any voting securities of except in cases where the CorporationCompany implements an Employee Equity Incentive Plan approved by the investors/Investor Directors, offers shares to the public for the first time, or any securities convertible issues additional registered capital or exchangeable intoother Equity Securities due to M&A or reorganization. The Company shall, at least thirty (30) days prior to its proposed issuance of shares, additional registered capital or entitling purchase of, any of the foregoing other Equity Securities (the “Covered Securities” and, as such securities may be offered and/or issued from time to time by the Corporation, collectively “Offered SecuritiesProposed Issuance”), the Corporation shall provide serve a written notice (a “Pre-Emption Notice”) to each Investor that has, together with its Affiliates, purchased at least $4,000,000 of the Units sold under the Offering (each a “2012 Pre-Emptive Rights Investor”), specifying the terms and conditions of the proposed issue (the “Covered Offering”), including the amount of money to be raised, the type of security to be issued, the price per security to be issued and the target completion date. In that event, each 2012 Pre-Emptive Right Investor shall then have the right, by written notice to the Corporation Proposed Issuance (the “Notice of Exercise Issuance”) upon the investors, which Notice of Issuance shall specify: (a) the amount, quantity and proportion, type and terms of the new Equity Securities; (b) the consideration that may be received by the Company after the implementation of the Proposed Issuance; and (c) the details of the relevant subscribers for the Proposed Issuance. After the Company has served a Notice of Issuance upon the investors, the investors shall reply to the Company in writing within twenty (20) days of receiving such Notice of Issuance (the “Response Period for Subscription”), indicating that they: (i) elect to waive the pre-emptive right in respect of the Proposed Issuance, or (ii) the amount of registered capital or the number of Equity Securities in respect of which they decide to exercise the pre-emptive right in the Proposed Issuance (such response shall for the time being be referred to as the “Notice of Pre-Emptive Rightsemptive Subscription”) ). Any investors who fail to make any reply in writing within four (4) Business Days from the date Response Period for Subscription after receiving the Notice of receipt Issuance shall be deemed to have waived the preemptive right in respect of the Pre-Emption NoticeProposed Issuance, in the case of a Covered Offering that is a Private Placement, or within two (2) Business Days from the date of the receipt of the Pre-Emption Notice in the case of a Covered Offering that is a Public Offering, to subscribe, upon the terms and conditions set forth in the Pre-Emption Notice, for up but no such failure shall be deemed consent to the number Proposed Issuance. Shareholder Agreement of Offered Securities which is equal to the number of the Offered Securities offered in the Covered Offering in proportion to the aggregate holding of Covered Securities by the 2012 Pre- Emptive Right Investor in relation to the total number of Covered Securities issued and outstanding immediately prior to the issuance of Offered Securities Zhibao Technology (the “Pre-Emptive Rights”Shanghai) for a period until [ ]Co., 2016. The Pre-Emptive Rights shall not apply to issuances of Offered Securities pursuant to (i) the Corporation’s stock option plan; (ii) collaboration agreements entered into by the Corporation; (iii) a Public Offering at a price per security at least 100% greater than the Subscription Price, in connection with which the securities being sold are listed on a Permitted Exchange, for total proceeds of at least C$50,000,000 and conducted by a recognized, full service investment banking firm; or (iv) the exercise of the Warrants.Ltd.

Pre-Emptive Right. In For so long as the event that GFL Group beneficially owns at least twenty percent (20%) of the Shares (calculated on a non-diluted basis), if the Corporation proposes wishes to issue any class Shares or series of the other equity securities (collectively “Securities”) from its treasury for the purpose of raising capital (an “Equity Financing”, which for greater certainty shall include the Corporationissuance 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 voting securities convertible Security previously issued by the Corporation (including, but not limited to, the exercise of Security- or Share-based compensation or the Corporationexercise of outstanding warrants), or any securities convertible the issuance of Securities in exchange for Streams, Royalties or exchangeable intoother rights, interests, properties or entitling purchase of, any assets (each issuance of the foregoing (the Securities which is not an Equity Financing being referred to herein as a “Covered Securities” and, as such securities may be offered and/or issued from time to time by the Corporation, collectively “Offered SecuritiesNon-Financing Issuance”)), the Corporation shall provide written notice (a “Pre-Emption Notice”) will not allot or issue any such Securities unless such Securities are first offered for allotment and issuance on the same terms and conditions to each Investor that hasthe Shareholder in sufficient numbers so as to permit the Shareholder or the GFL Group to maintain, together with its Affiliates, purchased at least $4,000,000 immediately following the closing of the Units sold under Equity Financing (and taking into account the Offering (each a “2012 number of Other Pre-Emptive Rights Investor”), specifying the terms and conditions of the proposed issue (the “Covered Offering”)Securities which will be issued to any other person in connection with such Equity Financing, including the amount of money to be raised, the type of security to be issued, the price per security to be issued and the target completion date. In that event, each 2012 any additional Other Pre-Emptive Right Investor shall then have Securities which may be issuable as a result of the rightShareholder’s exercise of its Pre-Emptive Right), by written notice up to its pro rata shareholding in the Corporation (the “Notice of Exercise of Precalculated on a fully-Emptive Rights”diluted basis) within four (4) Business Days from the date of receipt of the Pre-Emption Notice, in the case of a Covered Offering that is a Private Placement, or within two (2) Business Days from the date of the receipt of the Pre-Emption Notice in the case of a Covered Offering that is a Public Offering, to subscribe, upon the terms and conditions set forth in the Pre-Emption Notice, for up to the number of Offered Securities which is equal to the number of the Offered Securities offered in the Covered Offering in proportion to the aggregate holding of Covered Securities by the 2012 Pre- Emptive Right Investor in relation to the total number of Covered Securities issued and outstanding immediately prior to closing of the issuance of Offered Securities Equity Financing (the “Pre-Emptive RightsRight”) for a period until [ ], 2016. The Pre-Emptive Rights shall not apply to issuances of Offered Securities pursuant to (i) the Corporation’s stock option plan; (ii) collaboration agreements entered into by the Corporation; (iii) a Public Offering at a price per security at least 100% greater than the Subscription Price, in connection with which the securities being sold are listed on a Permitted Exchange, for total proceeds of at least C$50,000,000 and conducted by a recognized, full service investment banking firm; or (iv) the exercise of the Warrants).

Pre-Emptive Right. In For so long as the event that PAS Group beneficially owns at least ten percent (10%) of the Shares (calculated on a non-diluted basis), if the Corporation proposes wishes to issue any class (i) Shares; (ii) other equity securities, or series (iii) any security that is exercisable or convertible into, directly or indirectly, or exchangeable for, or otherwise carries the right of the holder to purchase or otherwise acquire 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 Corporationissuance 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 voting securities convertible Security previously issued by the Corporation (including, but not limited to, the exercise of Security- or Share-based compensation or the Corporationexercise of outstanding warrants), or any securities convertible the issuance of Securities in exchange for Streams, Royalties or exchangeable intoother rights, interests, properties or entitling purchase of, any assets (each issuance of the foregoing (the Securities which is not an Equity Financing being referred to herein as a “Covered Securities” and, as such securities may be offered and/or issued from time to time by the Corporation, collectively “Offered SecuritiesNon-Financing Issuance”)), the Corporation shall provide written notice (a “Pre-Emption Notice”) will not allot or issue any such Securities unless such Securities are first offered for allotment and issuance on the same terms and conditions to each Investor that hasthe Shareholder in sufficient numbers so as to permit the PAS Group to maintain, together with its Affiliates, purchased at least $4,000,000 immediately following the closing of the Units sold under Equity Financing (and taking into account the Offering (each a “2012 number of Other Pre-Emptive Rights Investor”), specifying the terms and conditions of the proposed issue (the “Covered Offering”)Securities which will be issued to any other person in connection with such Equity Financing, including the amount of money to be raised, the type of security to be issued, the price per security to be issued and the target completion date. In that event, each 2012 any additional Other Pre-Emptive Right Investor shall then have Securities which may be issuable as a result of the rightShareholder’s exercise of its Pre-Emptive Right), by written notice up to its pro rata shareholding in the Corporation (the “Notice of Exercise of Precalculated on a fully-Emptive Rights”diluted basis) within four (4) Business Days from the date of receipt of the Pre-Emption Notice, in the case of a Covered Offering that is a Private Placement, or within two (2) Business Days from the date of the receipt of the Pre-Emption Notice in the case of a Covered Offering that is a Public Offering, to subscribe, upon the terms and conditions set forth in the Pre-Emption Notice, for up to the number of Offered Securities which is equal to the number of the Offered Securities offered in the Covered Offering in proportion to the aggregate holding of Covered Securities by the 2012 Pre- Emptive Right Investor in relation to the total number of Covered Securities issued and outstanding immediately prior to closing of the issuance of Offered Securities Equity Financing (the “Pre-Emptive RightsRight”) for a period until [ ], 2016. The Pre-Emptive Rights shall not apply to issuances of Offered Securities pursuant to (i) the Corporation’s stock option plan; (ii) collaboration agreements entered into by the Corporation; (iii) a Public Offering at a price per security at least 100% greater than the Subscription Price, in connection with which the securities being sold are listed on a Permitted Exchange, for total proceeds of at least C$50,000,000 and conducted by a recognized, full service investment banking firm; or (iv) the exercise of the Warrants).

Pre-Emptive Right. In For so long as the event that Newmont Group beneficially owns at least ten percent (10%) of the Shares (calculated on a non-diluted basis), if the Corporation proposes wishes to issue any class (i) Shares; (ii) other equity securities, or series (iii) any security that is exercisable or convertible into, directly or indirectly, or exchangeable for, or otherwise carries the right of the holder to purchase or otherwise acquire 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 Corporationissuance 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 voting securities convertible Security previously issued by the Corporation (including, but not limited to, the exercise of Security- or Share-based compensation or the Corporationexercise of outstanding warrants), or any securities convertible the issuance of Securities in exchange for Streams, Royalties or exchangeable intoother rights, interests, properties or entitling purchase of, any assets (each issuance of the foregoing (the Securities which is not an Equity Financing being referred to herein as a “Covered Securities” and, as such securities may be offered and/or issued from time to time by the Corporation, collectively “Offered SecuritiesNon-Financing Issuance”)), the Corporation shall provide written notice (a “Pre-Emption Notice”) will not allot or issue any such Securities unless such Securities are first offered for allotment and issuance on the same terms and conditions to each Investor that hasthe Shareholder in sufficient numbers so as to permit the Newmont Group to maintain, together with its Affiliates, purchased at least $4,000,000 immediately following the closing of the Units sold under Equity Financing (and taking into account the Offering (each a “2012 number of Other Pre-Emptive Rights Investor”)Securities which will be issued to any other person in connection with such Equity Financing, specifying the terms and conditions including any additional Other Pre- Emptive Securities which may be issuable as a result of the proposed issue (the “Covered Offering”), including the amount Shareholder’s exercise of money to be raised, the type of security to be issued, the price per security to be issued and the target completion date. In that event, each 2012 its Pre-Emptive Right Investor shall then have the rightRight), by written notice up to its pro rata shareholding in the Corporation (the “Notice of Exercise of Precalculated on a fully-Emptive Rights”diluted basis) within four (4) Business Days from the date of receipt of the Pre-Emption Notice, in the case of a Covered Offering that is a Private Placement, or within two (2) Business Days from the date of the receipt of the Pre-Emption Notice in the case of a Covered Offering that is a Public Offering, to subscribe, upon the terms and conditions set forth in the Pre-Emption Notice, for up to the number of Offered Securities which is equal to the number of the Offered Securities offered in the Covered Offering in proportion to the aggregate holding of Covered Securities by the 2012 Pre- Emptive Right Investor in relation to the total number of Covered Securities issued and outstanding immediately prior to closing of the issuance of Offered Securities Equity Financing (the “Pre-Emptive RightsRight”) for a period until [ ], 2016. The Pre-Emptive Rights shall not apply to issuances of Offered Securities pursuant to (i) the Corporation’s stock option plan; (ii) collaboration agreements entered into by the Corporation; (iii) a Public Offering at a price per security at least 100% greater than the Subscription Price, in connection with which the securities being sold are listed on a Permitted Exchange, for total proceeds of at least C$50,000,000 and conducted by a recognized, full service investment banking firm; or (iv) the exercise of the Warrants).

Pre-Emptive Right. In the event that the Corporation proposes to issue any class or series of the equity securities of the Corporation, any voting securities of the Corporation, or any securities convertible or exchangeable into, or entitling purchase of, any of the foregoing (the “Covered Securities” and, as such securities may be offered and/or issued from time to time by the Corporation, collectively “Offered Securities”), the Corporation shall provide written notice (a “Pre-Emption emption Notice”) to each Investor that has, together with its Affiliates, Investors having purchased at least $4,000,000 C$3,000,000 worth of the Units sold under pursuant to the Offering (each a the “2012 Pre-Emptive Rights Investoremptive Right Investors”), ) specifying the terms and conditions of the proposed issue (the “Covered Offering”), including the amount of money to be raised, the type of security to be issued, the price per security to be issued and the target completion date. In that event, each 2012 Pre-Emptive emptive Right Investor shall then have the right, by written notice to the Corporation (the “Notice of Exercise of Pre-Emptive Pre- emptive Rights”) within four (4) Business Days from the date of receipt of the Pre-Emption emption Notice, in the case of a Covered Offering that is a Private Placement, or within two (2) Business Days from the date of the receipt of the Pre-Emption emption Notice in the case of a Covered Offering that is a Public Offering, to subscribe, upon the terms and conditions set forth in the Pre-Emption emption Notice, for up to the number of Offered Securities which is equal to the number of the Offered Securities offered in the Covered Offering in proportion to the aggregate holding of Covered Securities by the 2012 Pre- Emptive Pre-emptive Right Investor in relation to the total number of Covered Securities issued and outstanding immediately prior to the issuance of Offered Securities (the “Pre-Emptive emptive Rights”) for a period until [ ], 2016the earlier of: (i) the date that is 24 months following the Closing Date in the event that the Corporation reports initial topline results for the second to report VVC Phase 2a Trial for MGCD290 on or before the date that is 21 months following the Closing Date; (ii) the date that is three (3) months following the date that the Corporation reports initial topline results from the second to report Phase 2a Trial for MGCD290 in the event that the Corporation reports initial topline results for the second to report Phase 2a Trial for MGCD290 after the date that is 21 months following the Closing Date; or (iii) the date that is 48 months following the Closing Date. The Pre-Emptive emptive Rights shall not apply to issuances of Offered Securities pursuant to (i) the Corporation’s stock option plan; (ii) collaboration agreements entered into by the Corporation; (iii) a Public Offering Offerings at a price per security at least 100% greater than the Subscription Price, in connection with which the securities being sold are listed on a Permitted Exchange, for total proceeds of at least C$50,000,000 and conducted by a recognized, full service investment banking firm; or (iv) the exercise of the Warrants. A Pre-emptive Right Investor shall not be permitted to exercise its Pre-emptive Rights if such exercise would result in such Pre-emptive Right Investor beneficially holding, as defined in section 1.8 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids (Québec), an aggregate number of Common Shares representing more than 19.9% of the issued and outstanding Common Shares immediately after giving effect to such exercise.