Proposal Language. The parties have expressly required that this Proposal be drafted in the English language. Les parties ant expressement exige que la presente Proposition so it redigee en anglais. SCHEDULE "A" ARTICLES OF REORGANIZATION The Articles of Peloton Pharmaceuticals Inc. (the "Corporation") are amended by:
a) creating a new class of common shares in the capital of the Corporation, the number of which shall be unlimited, having attached thereto the rights, privileges, restrictions and conditions hereto (the "New Common Shares"):
(i) each New Common Share shall entitle the holder thereof to one vote at all meetings of the shareholders of the Corporation;
(ii) the holders ofthe New Common Share shall be entitled to receive, as and when declared by the board of directors, dividends payable in money, property or by the issue of fully paid shares of the capital of the Corporation; and
(iii) in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or other distribution of assets of the Corporation among shareholders for the purpose of winding up its affairs, the holders of the New Common Share shall be entitled to receive the remaining property of the Corporation.
b) creating a new class of redeemable shares in the capital of the Corporation, the number of which shall be unlimited, having attached thereto the rights, privileges, restrictions and conditions hereto (the "Redeemable Shares"):
(i) no holder of a fractional interest in a Redeemable Share shall be entitled to be registered on the books of the Corporation in respect of such fraction of a Redeemable Share;
(ii) the holders of the Redeemable Shares or fractional interests therein shall not be entitled to receive notice of or to attend any meeting ofthe shareholders ofthe Corporation and shall not be entitled to vote at any such meeting;
(iii) the holders of Redeemable Shares shall not be entitled to receive any dividend; and
(iv) all of the outstanding Redeemable Shares and fractional interests therein shall be automatically redeemed by the Corporation immediately following their issuance, without notice to the holders of such Redeemable Shares, for an aggregate amount of $1.00 for each whole Redeemable Share (the "Redemption Price").
c) changing each Class A share, Class B share, Class C share, Class D share, Class E share, Class F share, Class G share, whether issued or unissued (including any right, option, warrant or other security convertible or exchan...
