Common use of Pre-emptive Rights Clause in Contracts

Pre-emptive Rights. (a) In the event that the Company proposes to sell or issue for cash any Common Shares or securities convertible or exchangeable into Common Shares of the Company (collectively, the “Offered Securities”), other than pursuant to an Excluded Issuance, (an “Offering”) the Investor shall have the right (the “Pre-Emptive Right”) to acquire in such Offering (on an unregistered and private placement basis) for cash at the subscription price payable by all participants in the Offering, or at the lowest price payable by any participant in the Offering in the case of an Offering in which all of the participants do not pay the same subscription price, such number of the Offered Securities necessary in order to maintain the Investor’s percentage ownership interest of Outstanding Common Shares following completion of the Offering that is the same as the percentage ownership of Outstanding Common Shares owned by the Investor immediately prior to giving effect to such Offering. The exercise of the Pre-Emptive Right shall be subject to the satisfaction of any applicable regulatory requirements, including, for greater certainty, any requirements of the TSX or the NASDAQ (which the Company shall use commercially reasonable efforts to obtain). (b) Within five (5) Business Days of entering into a letter of intent or term sheet with respect to an Offering, or within five (5) Business Days of entering into a definitive agreement with respect to an Offering if no letter of intent or term sheet is entered into with respect to such Offering, the Company shall provide written notice to the Investor specifying the terms and conditions of such Offering, including a description of the Offered Securities, the subscription price or range of subscription prices therefor set out in the letter of intent, term sheet or definitive agreement and the proposed closing date for the issuance of Offered Securities (the “Pre-Emptive Right Offer Notice”). (c) The Investor shall have five (5) Business Days (the “Pre-Emptive Right Offer Period”) after receiving the Pre-Emptive Right Offer Notice to exercise the Pre-Emptive Right. If no notice of acceptance is received by the Company within the Pre-Emptive Right Offer Period, the Investor shall be deemed to have rejected the Pre-Emptive Right Offer Notice. (d) The completion of an Offering under this Section 4.3 shall take place on the later of (a) the fifth (5th) Business Day after the expiry of the Pre-Emptive Right Offer Period and (b) the date of the completion of such Offering. (e) Notwithstanding the foregoing, the Pre-Emptive Right shall not apply if the exercise of the Pre-Emptive Right by the Investor would require the Company to obtain approval of the Company’s shareholders pursuant to Applicable Laws, provided that in such case the Pre-Emptive Right shall apply to the maximum number of Common Shares that the Company is able to issue to the Investor without obtaining approval of the Company’s shareholders pursuant to Applicable Laws. (f) The Pre-Emptive Right shall cease to apply from the date the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to own five percent (5%) or more of the Outstanding Common Shares (the “Pre-Emptive Right Ownership Threshold”).

Pre-emptive Rights. (a) In the event that the Company proposes to sell or issue for cash any Common Shares or securities convertible or exchangeable into Common Shares of Equity Securities in a Covered Transaction, the Company (collectively, the “Offered Securities”), other than pursuant to an Excluded Issuance, (an “Offering”) the Investor shall have the right will offer in writing (the “Pre-Emptive Rightemptive Notice”) to acquire in the Investors’ Representative, at least 20 days prior to the consummation of such Offering transaction, the right to purchase a number of such Equity Securities equal to a product of (i) the total number of such Equity Securities to be issued and (ii) the Investor Percentage Interest (such amount, the “Pro Rata Share”), on an unregistered and private placement basisthe same terms as such Equity Securities are to be issued or sold. The Pre-emptive Notice shall specify (a) for cash at the subscription price payable by all participants in number of Equity Securities to be issued or sold, (b) the Offering, or at the lowest price payable by any participant in the Offering in the case of an Offering in which all Company’s good faith estimate of the participants do not pay total amount of capital to be raised by the same subscription priceCompany pursuant to the issuance or sale of Equity Securities, such number (c) the price and other material terms of the Offered Securities necessary in order proposed issuance or sale and (d) the period during which the Investors (through the Investors’ Representative) may elect to maintain purchase such Equity Securities, which period shall extend for at least 15 days following the Investor’s percentage ownership interest of Outstanding Common Shares following completion of the Offering that is the same as the percentage ownership of Outstanding Common Shares owned receipt by the Investor immediately prior to giving effect to such Offering. The exercise Investors’ Representative of the Pre-Emptive Right shall be subject to the satisfaction of any applicable regulatory requirements, including, for greater certainty, any requirements of the TSX or the NASDAQ (which the Company shall use commercially reasonable efforts to obtain). (b) Within five (5) Business Days of entering into a letter of intent or term sheet with respect to an Offering, or within five (5) Business Days of entering into a definitive agreement with respect to an Offering if no letter of intent or term sheet is entered into with respect to such Offering, the Company shall provide written notice to the Investor specifying the terms and conditions of such Offering, including a description of the Offered Securities, the subscription price or range of subscription prices therefor set out in the letter of intent, term sheet or definitive agreement and the proposed closing date for the issuance of Offered Securities emptive Notice (the “Pre-Emptive Right Offer Noticeemptive Acceptance Period”). (c) The Investor shall have five (5) Business Days (the “Pre-Emptive Right Offer Period”) after receiving the Pre-Emptive Right Offer Notice to exercise the Pre-Emptive Right. If no notice of acceptance is received by an Investor desires to purchase Equity Securities, the Investors’ Representative shall notify the Company within the Pre-Emptive Right Offer Period, the Investor shall be deemed to have rejected the Pre-Emptive Right Offer Notice. (d) The completion of an Offering under this Section 4.3 shall take place on the later of (a) the fifth (5th) Business Day after the expiry emptive Acceptance Period of the Pre-Emptive Right Offer Period and (b) the date number of the completion of Equity Securities such Offering. (e) Notwithstanding the foregoingInvestor wishes to purchase, the Pre-Emptive Right which number shall not apply if the exercise of the Preexceed its then-Emptive Right by the Investor would require the Company to obtain approval of the Company’s shareholders pursuant to Applicable Laws, provided that in such case the Pre-Emptive Right shall apply to the maximum number of Common Shares that the Company is able to issue to the Investor without obtaining approval of the Company’s shareholders pursuant to Applicable Laws. (f) The Pre-Emptive Right shall cease to apply from the date the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to own five percent (5%) or more of the Outstanding Common Shares applicable Pro Rata Share (the “Pre-Emptive Right Ownership Thresholdemptive Acceptance Notice”). A Pre-emptive Acceptance Notice shall be binding and irrevocable, except as set forth in this Section 4.04. The purchase price for the Equity Securities shall be paid in cash contemporaneously with the closing of the transaction which gave rise to the Pre-emptive Notice and the terms of such purchase shall otherwise be on terms and conditions not less favorable to the Company than those set forth in the Pre-emptive Notice. Notwithstanding the foregoing, in the event of urgent need as determined by the Board in good faith, the Company may agree to and consummate a Covered Transaction without complying with this Section 4.04, so long as promptly thereafter it provides the Pre-emptive Notice as required herein and permits the Investors to purchase up to the Pro Rata Share of Equity Securities they would have been entitled to purchase pursuant to this Section 4.04 (after taking into account the consummation of the Covered Transaction and calculating the number of such Equity Securities on a grossed up basis). In the event the subject transaction of a Pre-Emptive Notice is terminated, no purchase of securities shall occur pursuant to this Section 4.04, and the applicable notices shall be canceled.

Pre-emptive Rights. (a) In Until such time as the event that Designated Stockholder is no longer entitled to designate or nominate at least one (1) Investor Director pursuant to Section 2.1(a), the Company proposes shall not issue any Equity Securities to sell or issue for cash any Common Shares or securities convertible or exchangeable into Common Shares of Person, unless the Company (collectively, the “Offered Securities”), other than pursuant to an Excluded Issuance, (an “Offering”) the Investor shall have first offers the right (the “Pre-Emptive Right”) to acquire in each Investor Stockholder to purchase such Offering (on an unregistered and private placement basis) for cash Equity Securities at the subscription same price per security (payable by all participants in cash) and otherwise upon the same terms and conditions as those offered to such Person in accordance with the procedures set forth in this Section 5.1; provided that Pre-Emptive Rights shall not be applicable to the issuance of Equity Securities: (i) in a Public Offering, (ii) as consideration pursuant to the terms of an Approved Transaction, (iii) pursuant to the terms of an Approved Stock Plan, (iv) pursuant to a stock split, stock dividend or at similar transaction in which all holders of Common Stock are treated equally on a pro rata basis, or (v) pursuant to the lowest price payable by any participant conversion, exchange or exercise of an Equity Security that is either (x) outstanding on the date hereof substantially in accordance with the Offering terms in effect on the date hereof or (y) outstanding after the date hereof as long as, in the case of clause (y), the Investor Stockholders have had an Offering in which all opportunity to exercise their Pre-Emptive Rights with respect to the underlying Equity Security or such Equity Security was issued pursuant to clause (i), (ii), (iii) or (iv) of this sentence. For purposes of clarity, the parties agree that the issuance of shares of Common Stock upon conversion of the participants do Series A Preferred Stock and the Series B Preferred Stock shall not pay the same subscription price, such number of the Offered Securities necessary in order be subject to maintain the Investor’s percentage ownership interest of Outstanding Common Shares following completion of the Offering that is the same as the percentage ownership of Outstanding Common Shares owned by the Investor immediately prior to giving effect to such Offering. The exercise of the Pre-Emptive Right shall be subject to the satisfaction of any applicable regulatory requirements, including, for greater certainty, any requirements of the TSX or the NASDAQ (which the Company shall use commercially reasonable efforts to obtain)Rights. (b) Within five (5) Business Days of entering into a letter of intent or term sheet with respect to an Offering, or within five (5) Business Days of entering into a definitive agreement with respect to an Offering if no letter of intent or term sheet is entered into with respect to such Offering, the The Company shall provide send a written notice to the Investor specifying the terms and conditions of such Offering, including a description of the Offered Securities, the subscription price or range of subscription prices therefor set out in the letter of intent, term sheet or definitive agreement and the proposed closing date for the issuance of Offered Securities (the “Pre-Emptive Right Offer Rights Notice”) to the Designated Stockholder, on behalf of each Investor Stockholder, stating the number of Equity Securities to be offered, a description of such Equity Securities if not Common Stock, the price and terms on which it proposes to offer such Equity Securities (including a description of any non-cash consideration sufficiently detailed to permit a valuation thereof), and a reference to the Investor Stockholders’ Pre-Emptive Rights hereunder. (c) The Within fifteen (15) days after the delivery of the Pre-Emptive Rights Notice, the Designated Stockholder may elect, on behalf of the Investor shall have five Stockholders, by written notice to the Company, to purchase such Equity Securities, at the price and on the terms specified in the Pre-Emptive Rights Notice (5) Business Days or, if such price includes non-cash consideration, an amount of cash equal to the fair market value of such non-cash consideration), up to an amount (such amount, the “Pre-Emptive Right Offer PeriodAmount”) equal to the product of the number of Equity Securities of each class offered for sale by the Company multiplied by a fraction, the numerator of which is the number of shares of Common Stock held by the Investor Stockholders and the denominator of which is the number of shares of Common Stock held by all of the holders of outstanding Equity Securities after receiving giving effect to full exercise and conversion thereof on the date of the Pre-Emptive Right Offer Notice to Rights Notice. Such exercise notice will set forth the number of Equity Securities of each class being purchased by each Investor Stockholder, which, for the avoidance of doubt, in the aggregate for all Investor Stockholders may not exceed the Pre-Emptive Right. If no notice of acceptance is received by the Company within the Pre-Emptive Right Offer Period, the Investor shall be deemed to have rejected the Pre-Emptive Right Offer NoticeAmount. (d) The completion of an Offering under this Section 4.3 shall take place on Company may offer the later of (a) Equity Securities specified in the fifth (5th) Business Day after the expiry Pre-Emptive Rights Notice in excess of the Pre-Emptive Right Offer Period Amount, if any, to any Person or Persons at a price not less than, and on terms no more favorable to such offerees than, those set forth such Pre-Emptive Rights Notice, at any time after the Pre-Emptive Rights Notice is sent but on or before the 105th day after the Pre-Emptive Rights Notice was sent. In addition, during the 90-day period beginning fifteen (b15) days after the date Pre-Emptive Rights Notice was sent, the Company may offer any Equity Securities of the completion of Pre-Emptive Amount that are not elected to be purchased by the Investor Stockholders to any Person or Persons at a price not less than, and on terms no more favorable to such Offeringofferees than, those specified in the Pre-Emptive Rights Notice. (e) Notwithstanding The closing of the foregoingpurchase of Equity Securities by the Investor Stockholders pursuant to this Section 5.1 shall occur as promptly as practicable following the notice of the Designated Stockholder on behalf of the Investor Stockholders to exercise their Pre-Emptive Right; provided that such closing shall be subject to and shall occur not later than concurrently with the closing of the purchase of Equity Securities by such offeree. The closing of the purchase of Equity Securities by the Investor Stockholders pursuant to this Section 5.1 shall be also subject to the receipt of any necessary regulatory approvals, the expiration of any required waiting periods and applicable Law. Unless otherwise set forth in writing by the Company, the Company shall have no obligation to consummate the issuance to such third-party offerees giving rise to the Pre-Emptive Right shall not apply if the exercise of the Pre-Emptive Right by the Investor would require the Company to obtain approval of the Company’s shareholders pursuant to Applicable Laws, provided that in such case the Pre-Emptive Right shall apply to the maximum number of Common Shares that the Company is able to issue to the Investor without obtaining approval of the Company’s shareholders pursuant to Applicable LawsRights. (f) The Pre-Emptive Right shall cease to apply from the date the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to own five percent (5%) or more of the Outstanding Common Shares (the “Pre-Emptive Right Ownership Threshold”).

Pre-emptive Rights. (a) In the event that the Company proposes to sell or issue for cash any Common Shares or securities convertible or exchangeable into Common Shares of the Company (collectivelyFor so long as TPG, the “Offered Securities”), other than pursuant to an Excluded Issuance, (an “Offering”) the Investor shall have the right (the “Pre-Emptive Right”) to acquire in such Offering (on an unregistered and private placement basis) for cash at the subscription price payable by all participants in the Offering, or at the lowest price payable by any participant in the Offering in the case of an Offering in which all of the participants do not pay the same subscription price, such number of the Offered Securities necessary in order to maintain the Investor’s percentage ownership interest of Outstanding Common Shares following completion of the Offering that is the same as the percentage ownership of Outstanding Common Shares owned by the Investor immediately prior to giving effect to such Offering. The exercise of the Pre-Emptive Right shall be subject to the satisfaction of any applicable regulatory requirements, including, for greater certainty, any requirements of the TSX or the NASDAQ (which the Company shall use commercially reasonable efforts to obtain). (b) Within five (5) Business Days of entering into a letter of intent or term sheet with respect to an Offering, or within five (5) Business Days of entering into a definitive agreement with respect to an Offering if no letter of intent or term sheet is entered into with respect to such Offering, the Company shall provide written notice to the Investor specifying the terms and conditions of such Offering, including a description of the Offered Securities, the subscription price or range of subscription prices therefor set out in the letter of intent, term sheet or definitive agreement and the proposed closing date for the issuance of Offered Securities (the “Pre-Emptive Right Offer Notice”). (c) The Investor shall have five (5) Business Days (the “Pre-Emptive Right Offer Period”) after receiving the Pre-Emptive Right Offer Notice to exercise the Pre-Emptive Right. If no notice of acceptance is received by the Company within the Pre-Emptive Right Offer Period, the Investor shall be deemed to have rejected the Pre-Emptive Right Offer Notice. (d) The completion of an Offering under this Section 4.3 shall take place on the later of (a) the fifth (5th) Business Day after the expiry of the Pre-Emptive Right Offer Period and (b) the date of the completion of such Offering. (e) Notwithstanding the foregoing, the Pre-Emptive Right shall not apply if the exercise of the Pre-Emptive Right by the Investor would require the Company to obtain approval of the Company’s shareholders pursuant to Applicable Laws, provided that in such case the Pre-Emptive Right shall apply to the maximum number of Common Shares that the Company is able to issue to the Investor without obtaining approval of the Company’s shareholders pursuant to Applicable Laws. (f) The Pre-Emptive Right shall cease to apply from the date the Investor (together with any Investor Wholly-Owned its Affiliates, in the case of a Permitted Transfer) ceases to own Beneficially Owns at least five percent (5%) of the outstanding Common Stock on the basis of the number of shares of Common Stock issued and outstanding, and subject to any rules of the NYSE that may limit or restrict such purchases, TPG or one or more TPG Affiliates designated by TPG shall have the option and right (but not the obligation) to participate (or nominate any of TPG’s Affiliates to participate) in any Equity Issuance by purchasing in the aggregate up to TPG’s and its Affiliates’ Pro Rata Portion of such Equity Issuance at the same price and the same terms and conditions as offered to other investors in the Equity Issuance. (b) The Company agrees to use its reasonable best efforts to take any and all action, or to cause such action to be taken, as is necessary or appropriate to allow TPG or its Affiliate(s), as applicable, to fully participate in any Equity Issuance in accordance with the provisions of this Agreement. (c) In the event the Company proposes to undertake an Equity Issuance, the Company shall promptly give TPG prior written notice of its intention, describing the type of equity interests, the price at which such securities are proposed to be issued (or, in the case of an underwritten or privately placed offering in which the price is not known at the time the notice is given, the method of determining the price and an estimate thereof), the timing of such proposed Equity Issuance and the general terms and conditions upon which the Company proposes to effect the Equity Issuance. TPG and its Affiliates shall have fifteen (15) Business Days (or, if the Company expects that the proposed Equity Issuance will be effected in less than fifteen (15) Business Days, such shorter period, that shall be as long as practicable, as may be required in order for TPG and its Affiliates to participate in such proposed Equity Issuance) from the date TPG receives notice of the Outstanding Common Shares (proposed Equity Issuance to elect to purchase their Pro Rata Portion of such Equity Issuance for the “Pre-Emptive Right Ownership Threshold”)consideration and upon the terms specified in the notice provided by the Company pursuant to this Section 3.1(b) by giving written notice to the Company and stating therein the quantity of equity interests to be purchased. Any such notice shall be irrevocable. Any purchase of Equity Interests by TPG and its Affiliates pursuant to this Section 3.1 shall occur contemporaneously with, and be subject to the same terms and conditions as, the closing of the sale of the Equity Interests by the Company to the other parties.

Pre-emptive Rights. (a) In the event that the Company proposes to sell or issue for cash any Common Shares or securities convertible or exchangeable into Common Shares of the Company (collectively, the “Offered Securities”), other than pursuant to an Excluded Issuance, (an “Offering”) the Investor shall have the right (the “Pre-Emptive Right”) to participate in such Offering and acquire in such Offering (on an unregistered and private placement basis) for cash at the subscription price payable by all participants in the Offering, or at the lowest price payable by any participant in the Offering in the case of an Offering in which all of the participants do not pay the same subscription price, such number of the Offered Securities necessary in order to maintain the Investor’s percentage ownership interest of Outstanding Common Shares following completion of the Offering that is the same as the percentage ownership of Outstanding Common Shares owned by the Investor immediately prior to giving effect to such Offering. The exercise of the Pre-Emptive Right shall be subject to the satisfaction of any applicable regulatory requirements, including, for greater certainty, any TSX and NASDAQ requirements of the TSX or the NASDAQ (which the Company shall use commercially reasonable efforts to obtain) and Chinese regulatory approvals in respect of the Offering and the remittance of the consideration for the Offered Securities out of China (which the Investor shall use reasonable efforts to obtain). (b) Within five (5) Business Days of entering into a letter of intent or term sheet with respect to an Offering, or within five (5) Business Days of entering into a definitive agreement with respect to an Offering if no letter of intent or term sheet is entered into with respect to such Offering, the Company shall provide written notice to the Investor specifying the terms and conditions of such Offering, including a description of the Offered Securities, the subscription price or range of subscription prices therefor set out in the letter of intent, term sheet or definitive agreement and the proposed closing date for the issuance of Offered Securities (the “Pre-Emptive Right Offer Notice”). (c) The Investor shall have five (5) Business Days (the “Pre-Emptive Right Offer Period”) after receiving the Pre-Emptive Right Offer Notice to exercise the Pre-Emptive Right. If no notice of acceptance is received by the Company within the Pre-Emptive Right Offer Period, the Investor shall be deemed to have rejected the Pre-Emptive Right Offer Notice. (d) The completion of an Offering under this Section 4.3 shall take place on the later of (a) the fifth (5th) 5th Business Day after the expiry of the Pre-Emptive Right Offer Period and (b) the date of the completion of such Offering (the “Pre-Emptive Right Closing Date”). Notwithstanding the foregoing, if the Investor has not obtained all necessary Chinese regulatory approvals in respect of the Offering for the remittance of the consideration for the Offered Securities out of China by the Pre-Emptive Rights Closing Date, then the Company may complete the Offering without issuing any Offered Securities to the Investor upon completion of the Offering, provided that if the Investor obtains such approvals within fifteen (15) Business Days after the Pre-Emptive Rights Closing Date (the “Approval Deadline”) then the Company shall issue the Offered Securities to which the Investor is entitled on exercise of its Pre-Emptive Right as soon as reasonably practicable after receipt of such approvals. If such approvals are not obtained by the Approval Deadline, then the Investor will be deemed to have rejected the Pre-Emptive Right Offer Notice. (e) Notwithstanding the foregoing, the Pre-Emptive Right shall not apply if the exercise of the Pre-Emptive Right by the Investor would require the Company to obtain approval of the Company’s shareholders pursuant to Applicable Laws, provided that in such case the Pre-Emptive Right shall apply to the maximum number of Common Shares that the Company is able to issue to the Investor without obtaining approval of the Company’s shareholders pursuant to Applicable Laws. (f) The Pre-Emptive Right shall cease to apply apply, on the expiry of a consecutive thirty (30) day period from the date the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to own five percent (5%) or more of the Outstanding Common Shares (the “Pre-Emptive Right Ownership Threshold”).

Pre-emptive Rights. (a) To the extent permitted under the Nasdaq rules, Subscriber or any one or more of its Affiliates designated by Subscriber shall have the option and right (but not the obligation) to participate in any Equity Issuance by purchasing up to Subscriber’s and such Affiliates’ Pro Rata Portion of such Equity Issuance at the Equity Issuance Price and otherwise upon the same terms and conditions as offered to other investors in the Equity Issuance. The Company shall take any and all actions, or cause such actions to be taken, as are necessary or appropriate to allow Subscriber or its Affiliates, as applicable, to participate fully in every Equity Issuance in accordance with the provisions of this Agreement, subject to compliance with applicable Law and the listing standards of the Nasdaq or such other stock exchange upon which the Ordinary Shares are listed. (b) In the event the Company proposes to undertake an Equity Issuance, the Company shall, at least fifteen (15) Business Days (or in the case of an Equity Issuance pursuant to an Underwritten Offering, two (2) Business Days) prior to the proposed Equity Issuance, give Subscriber written notice of its intention, describing the type of Equity Interests, the price at which such securities are proposed to be issued (or, in the case of an underwritten or a privately placed offering in which the price is not known at the time the notice is given, the method of determining the price and an estimate thereof), and all material terms and conditions upon which the Company proposes to effect the Equity Issuance. Subscriber and its Affiliates shall have fifteen (15) Business Days (or in the case of an Equity Issuance pursuant to an Underwritten Offering, two (2) Business Days) from the date Subscriber receives notice of the proposed Equity Issuance to elect to purchase their Pro Rata Portion of such Equity Issuance for the consideration and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Interests to be so purchased. (c) In the event that neither Subscriber nor any of its Affiliates exercise the right set forth in Section 5.01(b) above within the applicable period set forth therein, the Company shall have ninety (90) days thereafter to sell to other investors the Equity Interests in respect of which such pre-emptive rights were not exercised, at the same price and on substantially the same terms and conditions as those set forth in the Company’s notice to Subscriber. In the event that the Company proposes to sell or issue for cash any Common Shares or securities convertible or exchangeable into Common Shares of has not sold the Company Equity Interests within such ninety (collectively, the “Offered Securities”), other than pursuant to an Excluded Issuance, (an “Offering”90) the Investor shall have the right (the “Pre-Emptive Right”) to acquire in such Offering (on an unregistered and private placement basis) for cash at the subscription price payable by all participants in the Offering, or at the lowest price payable by any participant in the Offering in the case of an Offering in which all of the participants do not pay the same subscription price, such number of the Offered Securities necessary in order to maintain the Investor’s percentage ownership interest of Outstanding Common Shares following completion of the Offering that is the same as the percentage ownership of Outstanding Common Shares owned by the Investor immediately prior to giving effect to such Offering. The exercise of the Pre-Emptive Right shall be subject to the satisfaction of any applicable regulatory requirements, including, for greater certainty, any requirements of the TSX or the NASDAQ (which the Company shall use commercially reasonable efforts to obtain). (b) Within five (5) Business Days of entering into a letter of intent or term sheet with respect to an Offering, or within five (5) Business Days of entering into a definitive agreement with respect to an Offering if no letter of intent or term sheet is entered into with respect to such Offeringday period, the Company shall provide written notice to not thereafter issue or sell any Equity Interests without first again offering the Investor specifying the terms and conditions applicable Pro Rata Portion of such Offering, including a description of the Offered Securities, the subscription price or range of subscription prices therefor set out securities to Subscriber and its Affiliates in the letter of intent, term sheet or definitive agreement and the proposed closing date for the issuance of Offered Securities (the “Pre-Emptive Right Offer Notice”). (c) The Investor shall have five (5) Business Days (the “Pre-Emptive Right Offer Period”) after receiving the Pre-Emptive Right Offer Notice to exercise the Pre-Emptive Right. If no notice of acceptance is received by the Company within the Pre-Emptive Right Offer Period, the Investor shall be deemed to have rejected the Pre-Emptive Right Offer Notice. (d) The completion of an Offering under manner provided in this Section 4.3 shall take place on the later of (a) the fifth (5th) Business Day after the expiry of the Pre-Emptive Right Offer Period and (b) the date of the completion of such Offering5.01. (e) Notwithstanding the foregoing, the Pre-Emptive Right shall not apply if the exercise of the Pre-Emptive Right by the Investor would require the Company to obtain approval of the Company’s shareholders pursuant to Applicable Laws, provided that in such case the Pre-Emptive Right shall apply to the maximum number of Common Shares that the Company is able to issue to the Investor without obtaining approval of the Company’s shareholders pursuant to Applicable Laws. (f) The Pre-Emptive Right shall cease to apply from the date the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to own five percent (5%) or more of the Outstanding Common Shares (the “Pre-Emptive Right Ownership Threshold”).

Pre-emptive Rights. (a) To the extent permitted under the Nasdaq rules, Subscriber or any one or more of its Affiliates designated by Subscriber shall have the option and right (but not the obligation) to participate in any Equity Issuance by purchasing up to Subscriber’s and such Affiliates’ Pro Rata Portion of such Equity Issuance at the Equity Issuance Price and otherwise upon the same terms and conditions as offered to other investors in the Equity Issuance. The Company shall take any and all actions, or cause such actions to be taken, as are necessary or appropriate to allow Subscriber or its Affiliates, as applicable, to participate fully in every Equity Issuance in accordance with the provisions of this Agreement, subject to compliance with applicable Law and the listing standards of the Nasdaq or such other stock exchange upon which the Ordinary Shares are listed. (b) In the event that the Company proposes to sell or issue for cash any Common Shares or securities convertible or exchangeable into Common Shares of undertake an Equity Issuance, the Company shall, at least fifteen (collectively, the “Offered Securities”), other than pursuant to an Excluded Issuance, 15) Business Days (an “Offering”) the Investor shall have the right (the “Pre-Emptive Right”) to acquire in such Offering (on an unregistered and private placement basis) for cash at the subscription price payable by all participants in the Offering, or at the lowest price payable by any participant in the Offering in the case of an Offering in which all of the participants do not pay the same subscription priceEquity Issuance pursuant to an Underwritten Offering, such number of the Offered Securities necessary in order to maintain the Investor’s percentage ownership interest of Outstanding Common Shares following completion of the Offering that is the same as the percentage ownership of Outstanding Common Shares owned by the Investor immediately two (2) Business Days) prior to giving effect to such Offering. The exercise the proposed Equity Issuance, give Subscriber written notice of its intention, describing the Pre-Emptive Right shall be subject to the satisfaction type of any applicable regulatory requirements, including, for greater certainty, any requirements of the TSX or the NASDAQ (which the Company shall use commercially reasonable efforts to obtain). (b) Within five (5) Business Days of entering into a letter of intent or term sheet with respect to an Offering, or within five (5) Business Days of entering into a definitive agreement with respect to an Offering if no letter of intent or term sheet is entered into with respect to such OfferingEquity Interests, the Company shall provide written notice price at which such securities are proposed to the Investor specifying the terms and conditions of such Offering, including a description of the Offered Securities, the subscription price or range of subscription prices therefor set out in the letter of intent, term sheet or definitive agreement and the proposed closing date for the issuance of Offered Securities be issued (the “Pre-Emptive Right Offer Notice”). (c) The Investor shall have five (5) Business Days (the “Pre-Emptive Right Offer Period”) after receiving the Pre-Emptive Right Offer Notice to exercise the Pre-Emptive Right. If no notice of acceptance is received by the Company within the Pre-Emptive Right Offer Period, the Investor shall be deemed to have rejected the Pre-Emptive Right Offer Notice. (d) The completion of an Offering under this Section 4.3 shall take place on the later of (a) the fifth (5th) Business Day after the expiry of the Pre-Emptive Right Offer Period and (b) the date of the completion of such Offering. (e) Notwithstanding the foregoing, the Pre-Emptive Right shall not apply if the exercise of the Pre-Emptive Right by the Investor would require the Company to obtain approval of the Company’s shareholders pursuant to Applicable Laws, provided that in such case the Pre-Emptive Right shall apply to the maximum number of Common Shares that the Company is able to issue to the Investor without obtaining approval of the Company’s shareholders pursuant to Applicable Laws. (f) The Pre-Emptive Right shall cease to apply from the date the Investor (together with any Investor Wholly-Owned Affiliatesor, in the case of an underwritten or a Permitted Transferprivately placed offering in which the price is not known at the time the notice is given, the method of determining the price and an estimate thereof), and all material terms and conditions upon which the Company proposes to effect the Equity Issuance. Subscriber and its Affiliates shall have fifteen (15) ceases Business Days (or in the case of an Equity Issuance pursuant to own five percent an Underwritten Offering, two (5%2) or more Business Days) from the date Subscriber receives notice of the Outstanding Common Shares (proposed Equity Issuance to elect to purchase their Pro Rata Portion of such Equity Issuance for the “Pre-Emptive Right Ownership Threshold”)consideration and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Interests to be so purchased.

Pre-emptive Rights. The Company hereby grants to the Holder (aso long as KPC Resolution Company, LLC or an Affiliate thereof is and remains the Holder hereof) In pre-emptive rights with respect to issuances, other than Exempt Issuances, after the event that Initial Exercise Date, by the Company proposes to sell or issue for cash any Common Shares of its equity securities or securities or rights convertible into or exchangeable exercisable for equity securities, where issuance of those securities or rights would result in dilution of the Holder’s beneficial ownership (as calculated by the Holder for purposes of Section 13(d) of the Exchange Act of 1934, as amended (the “Exchange Act”)) of the Common Stock on a fully-diluted and as converted basis, taking into Common Shares account all securities of the Company (collectivelyheld by the Holder which entitle the Holder to acquire Common Stock at any time, including, without limitation, this Warrant, immediately prior to the “Offered Securities”), other than pursuant to an Excluded Issuance, (an “Offering”) consummation of the Investor shall have the right proposed issuance (the “Pre-Emptive RightTransaction Percentage”). Each time the Company proposes to issue or offer any shares of, or securities or rights convertible into or exercisable for any shares of, any class of the Company’s equity securities (the “New Shares”) to acquire in such Offering (on an unregistered and private placement basis) for cash at that would reduce the subscription price payable by all participants in the Offering, or at the lowest price payable by any participant in the Offering in the case of an Offering in which all of the participants do not pay the same subscription price, such number of the Offered Securities necessary in order to maintain the InvestorHolder’s percentage ownership interest of Outstanding Common Shares following completion of the Offering that is the same as the percentage ownership of Outstanding Common Shares owned by the Investor immediately prior to giving effect to such Offering. The exercise of the Pre-Emptive Right shall be subject to the satisfaction of any applicable regulatory requirementsTransaction Percentage, including, for greater certainty, any requirements of the TSX or the NASDAQ (which the Company shall use commercially reasonable efforts to obtain). (b) Within five (5) Business Days of entering into a letter of intent or term sheet with respect to an Offering, or within five (5) Business Days of entering into a definitive agreement with respect to an Offering if no letter of intent or term sheet is entered into with respect to such Offeringother than in Exempt Issuances, the Company shall provide first make a written offer to the Holder of its pro rata share of the New Shares based on the Holder’s Pre-Transaction Percentage (the “Offer Notice”). The Offer Notice shall state (a) the Company’s bona fide intention to issue or offer the New Shares, (b) the identity of the person(s) to whom the New shares are to be issued or offered, (c) the number of New Shares to be issued or offered, and (d) the price and terms upon which it proposes to issue or offer the New Shares. The Holder may, by written notice to the Investor specifying Company delivered within ten (10) days of its receipt of the Offer Notice, elect to purchase, at the price and on the terms specified in the Offer Notice, up to its pro rata share of the New Shares. The closing of the sale to the Holder shall occur simultaneously with the issuance or sale of the New Shares to the other person(s) identified in the Offer Notice, but no earlier than fifteen (15) days following the Holder’s receipt of the Offer Notice (unless a shorter period is mutually agreed between the Company and conditions the Holders). The Holder’s pro rata share of such Offeringthe New Shares shall be priced equal to the lowest price paid by any of the other person(s) identified in the Offer Notice, including a description any such person who may be receiving or purchasing New Shares by virtue of similar pre-emptive or other purchase rights. If the Company does not consummate the issuance or sale of the Offered Securities, New Shares within sixty (60) days following the subscription price or range Holder’s receipt of subscription prices therefor set out in the letter of intent, term sheet or definitive agreement and the proposed closing date for the issuance of Offered Securities (the “Pre-Emptive Right Offer Notice”). (c) The Investor , then the New Shares shall have five (5) Business Days (not be offered, issued or sold unless again offered to the “Pre-Emptive Right Offer Period”) after receiving the Pre-Emptive Right Offer Notice to exercise the Pre-Emptive Right. If no notice of acceptance is received by the Company within the Pre-Emptive Right Offer Period, the Investor shall be deemed to have rejected the Pre-Emptive Right Offer Notice. (d) The completion of an Offering under Holder in accordance with this Section 4.3 shall take place on the later of (a) the fifth (5th) Business Day after the expiry of the Pre-Emptive Right Offer Period and (b) the date of the completion of such Offering6. (e) Notwithstanding the foregoing, the Pre-Emptive Right shall not apply if the exercise of the Pre-Emptive Right by the Investor would require the Company to obtain approval of the Company’s shareholders pursuant to Applicable Laws, provided that in such case the Pre-Emptive Right shall apply to the maximum number of Common Shares that the Company is able to issue to the Investor without obtaining approval of the Company’s shareholders pursuant to Applicable Laws. (f) The Pre-Emptive Right shall cease to apply from the date the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to own five percent (5%) or more of the Outstanding Common Shares (the “Pre-Emptive Right Ownership Threshold”).

Pre-emptive Rights. (ai) Each Stockholder and/or any one or more of its Affiliates designated by such Stockholder shall have the option and right (but not the obligation) to participate in any Equity Issuance by purchasing up to such Stockholder’s Pro Rata Portion of such Equity Issuance at the Equity Issuance Price and otherwise upon the same terms and conditions as offered to other investors in the Equity Issuance. The Corporation shall take any and all actions, or cause such actions to be taken, as are necessary or appropriate to allow such Stockholder and/or such Affiliates, as applicable, to participate fully in every Equity Issuance in accordance with the provisions of this Agreement, subject to compliance with applicable law (including the rules and regulations of the SEC) and the listing standards of Nasdaq or such other stock exchange upon which the Common Stock is listed at the time of such Equity Issuance. (ii) In the event the Corporation proposes to undertake an Equity Issuance, the Corporation shall, at least ten Business Days (or in the case of an Equity Issuance pursuant to an underwritten offering, two Business Days) prior to the proposed Equity Issuance, give such Stockholder written notice of its intention, describing, to the extent available, the type of equity interests, the price at which such securities are proposed to be issued (or, in the case of an underwritten or a privately placed offering in which the price is not known at the time the notice is given, the method of determining the price and an estimate thereof), and the general terms and conditions upon which the Corporation proposes to effect the Equity Issuance. Such Stockholder (or its designated Affiliate) shall have ten Business Days (or in the case of an Equity Issuance pursuant to an underwritten offering, two Business Days) from the date such Stockholder receives notice of the proposed Equity Issuance to elect to purchase their Pro Rata Portion of such Equity Issuance for the consideration and upon the terms specified in the notice by giving written notice to the Corporation and stating therein the quantity of equity interests to be so purchased. (iii) In the event that such Stockholder does not exercise the Company proposes right set forth in Section 5(a)(ii) above within the applicable period set forth therein, the Corporation shall have 120 days from the expiration of such period to sell or issue for cash any Common Shares or the securities convertible or exchangeable into Common Shares in respect of which such pre-emptive rights were not exercised, at a price and upon general terms not materially more favorable to the Company (collectively, the “Offered Securities”), other purchasers thereof than pursuant to an Excluded Issuance, (an “Offering”) the Investor shall have the right (the “Pre-Emptive Right”) to acquire in such Offering (on an unregistered and private placement basis) for cash at the subscription price payable by all participants specified in the Offering, or at the lowest price payable by any participant in the Offering in the case of an Offering in which all of the participants do not pay the same subscription price, such number of the Offered Securities necessary in order to maintain the InvestorCorporation’s percentage ownership interest of Outstanding Common Shares following completion of the Offering that is the same as the percentage ownership of Outstanding Common Shares owned by the Investor immediately prior to giving effect notice to such Offering. The exercise of the Pre-Emptive Right shall be subject to the satisfaction of any applicable regulatory requirements, including, for greater certainty, any requirements of the TSX or the NASDAQ (which the Company shall use commercially reasonable efforts to obtain)Stockholder. (biv) Within Notwithstanding the requirements of Section 5(a)(ii), in the event that the Board determines that there are circumstances which would cause compliance with Section 5(a)(ii) prior to an Equity Issuance to materially disadvantage the Corporation, the Corporation may proceed with such Equity Issuance prior to having complied with the provisions of Section 5(a)(ii); provided, however, that the Corporation shall, to the extent practicable and permitted by applicable law: (1) provide each Stockholder with (A) prompt notice of (which in any event shall be no less than five (5) Business Days after) such issuance and (B) the notice described in Section 5(a)(ii) in which the actual Equity Issuance Price shall be set forth; (2) offer to issue to such Stockholder such number of entering into a letter securities of intent or term sheet with respect the type issued in the Equity Issuance as may be requested by such Stockholder (not to an Offering, or within five (5exceed such Stockholder’s Pro Rata Portion) Business Days of entering into a definitive agreement with respect to an Offering if no letter of intent or term sheet is entered into on the same economic terms and conditions with respect to such Offeringsecurities as the subscribers in the Equity Issuance received; and (3) keep such offer open for a period of ten (10) Business Days, during which period, such Stockholder may accept such offer by sending a written acceptance to the Corporation and stating therein the quantity of such securities to be purchased, not to exceed such Stockholder’s Pro Rata Portion. (v) Notwithstanding the requirements of this Section, until October 29, 2019, the Company shall provide written notice may conduct one or more Equity Issuances with aggregate net proceeds of up to $30,000,000 without providing pre-emptive rights to the Investor specifying the terms and conditions of such Offering, including a description of the Offered Securities, the subscription price or range of subscription prices therefor set out in the letter of intent, term sheet or definitive agreement and the proposed closing date for the issuance of Offered Securities (the “Pre-Emptive Right Offer Notice”). (c) The Investor shall have five (5) Business Days (the “Pre-Emptive Right Offer Period”) after receiving the Pre-Emptive Right Offer Notice Stockholders pursuant to exercise the Pre-Emptive Right. If no notice of acceptance is received by the Company within the Pre-Emptive Right Offer Period, the Investor shall be deemed to have rejected the Pre-Emptive Right Offer Notice. (d) The completion of an Offering under this Section 4.3 shall take place on the later of (a) the fifth (5th) Business Day after the expiry of the Pre-Emptive Right Offer Period and (b) the date of the completion of such Offering. (e) Notwithstanding the foregoing, the Pre-Emptive Right shall not apply if the exercise of the Pre-Emptive Right by the Investor would require the Company to obtain approval of the Company’s shareholders pursuant to Applicable Laws5(a), provided that in the primary purpose of each such case Equity Issuance is to raise capital necessary to repay the Pre-Emptive Right shall apply to amounts outstanding under the maximum number of Common Shares that the Company is able to issue to the Investor without obtaining approval of the Company’s shareholders pursuant to Applicable LawsConvertible Notes. (f) The Pre-Emptive Right shall cease to apply from the date the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to own five percent (5%) or more of the Outstanding Common Shares (the “Pre-Emptive Right Ownership Threshold”).