Common use of Rights of Dissent Clause in Contracts

Rights of Dissent. Holders of Common Shares may exercise rights of dissent with respect to such Common Shares pursuant to and in the manner set forth in section 185 of the OBCA and this Section 3.1 (the “Dissent Rights”) in connection with the Arrangement; provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by Vitran not later than 5:00 p.m. (Toronto time) on the second Business Day preceding the Vitran Meeting. Holders of the Common Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Common Shares shall be deemed to have transferred such Common Shares to Purchaser in accordance with Section 2.2(b) hereof to the extent the fair value therefor is paid by Vitran and will not be entitled to any other payment or consideration; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with Section 2.2(d) hereof, but in no case shall Vitran, Purchaser or any other Person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective Time.

Rights of Dissent. Holders of the Company Common Shares Stock may exercise rights of dissent with respect to such Common Shares shares pursuant to and in the manner set forth in section 185 190 of the OBCA CBCA and this Section 3.1 (the “Dissent Rights”"DISSENT RIGHTS") in connection with the Arrangement; provided that, notwithstanding subsection 185(6190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6190(5) of the OBCA CBCA must be received by Vitran the Company not later than 5:00 p.m. (Toronto time) on the second Business Day preceding the Vitran Company Meeting. Holders of the Company Common Shares Stock who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Company Common Shares Stock shall be deemed to have transferred such Company Common Shares Stock to the Purchaser in accordance with Section 2.2(b) hereof to the extent the fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationthe Purchaser; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Common Shares Stock shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of the Company Common Shares Stock and shall receive from the Purchaser the Cash Consideration from Purchaser on the basis determined in accordance with with, Section 2.2(d2.2(a) hereof, ; but in no case shall VitranParent, Purchaser the Purchaser, the Company or any other Person be required to recognize such holders as holders of Company Common Shares Stock after the Effective Time, and the names of such holders of Company Common Shares Stock shall be deleted from the registers of holders of Company Common Shares Stock at the Effective Time.,

Rights of Dissent. Holders Registered holders of Common Shares may exercise rights of dissent with respect to such Common Shares Dissent Rights pursuant to and in the manner set forth in section 185 190 of the OBCA CBCA and in this Section 3.1 (the “Dissent Rights”) in connection with the ArrangementArrangement Resolution as the same may be modified by the Interim Order or the Final Order; provided that, notwithstanding subsection 185(6190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6190(5) of the OBCA CBCA must be received by Vitran not later than the Company before 5:00 p.m. (Toronto Vancouver time) on the second Business Day preceding the Vitran Meeting. Holders Registered holders of the Common Shares who duly exercise such rights of dissent Dissent Rights and who: (a) are ultimately determined to be entitled to be paid the fair value for of their Common Shares shall be deemed to have transferred such Common Shares shares to Purchaser Acquiror on the Effective Date contemporaneously with the step of this Plan of Arrangement set out in accordance with Section 2.2(bSubsection 2.2(g) hereof to the extent the fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationbeing effective; or (b) are ultimately determined not to be entitled, for any reason, entitled to be paid the fair value for their Common Shares shall be deemed to have participated in the Arrangement on the same basis as a any non-dissenting holder of Common Shares Shareholder as at and shall receive from the Consideration from Purchaser on the basis determined in accordance with Section 2.2(d) hereofEffective Time, but in no case shall Vitranthe Company, Purchaser Parent, Acquiror or any other Person person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers register of holders Shareholders as of Common Shares at the Effective Time. In addition to any other restrictions in section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Optionholders; and (ii) Shareholders who vote in favour of the Arrangement Resolution.

Rights of Dissent. Holders of Each registered Common Shares Shareholder may exercise dissent rights of dissent with respect to such the Common Shares held by such holder (“Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in section 185 Section 193 of the OBCA YBCA, as modified by the Interim Order, the Final Order and this Section 3.1 (the “Dissent Rights”) in connection with the Arrangement3.1; provided that, notwithstanding subsection 185(6) Section 193 of the OBCAYBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by Vitran the Company not later than 5:00 p.m. (Toronto Chicago, Illinois, U.S.A. time) on the second two Business Day Days immediately preceding the Vitran date of the Company Meeting. Dissenting Holders of who duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares who duly exercise such rights held by them and in respect of dissent which Dissent Rights have been validly exercised to the Purchaser free and whoclear of all Liens, as provided in Section 2.3(k) and if they: (a) ultimately are ultimately determined to be entitled to be paid fair value for their such Common Shares Shares: (i) shall be deemed not to have transferred such Common Shares participated in the transactions in Article 2 (other than Section 2.3(k)); (ii) will be entitled to Purchaser in accordance with Section 2.2(b) hereof to the extent be paid the fair value therefor is paid by Vitran of such Common Shares, which fair value, notwithstanding anything to the contrary contained in Part 14 of the YBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted at the Company Meeting; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Common Shares; or (b) ultimately are ultimately determined not to be entitled, for any reason, to be paid fair value for their such Common Shares Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares (and shall be entitled to receive the Consideration from Purchaser on in the basis determined in accordance with Section 2.2(d) hereof, but in no case shall Vitran, Purchaser or any other Person be required to recognize same manner as such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective Timenon-Dissenting Holders).

Rights of Dissent. Holders of Common Shares Registered Class A Shareholders may exercise dissent rights of dissent (“Dissent Rights”) in connection with respect to such Common Shares the Arrangement pursuant to and in the manner set forth in section 185 of the OBCA OBCA, as modified by the Interim Order and this Section 3.1 (the “Dissent Rights”) in connection with the Arrangement3.1; provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by Vitran the Company not later than 5:00 p.m. (Toronto time) on the second Business Day preceding that is two Business Days prior to the Vitran Meeting. Holders date of the Common Shares Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Holders who duly exercise such rights their Dissent Rights shall be deemed to have transferred the Class A Shares held by them and in respect of dissent which Dissent Rights have been validly exercised to Acquisitionco free and whoclear of all Liens, as provided in Section 2.3(2)(b) and if they: (a) ultimately are ultimately determined to be entitled to be paid fair value for their Common Shares shall such Class A Shares, will be deemed entitled to have transferred such Common Shares to Purchaser in accordance with Section 2.2(b) hereof to the extent be paid the fair value therefor is paid by Vitran of such Class A Shares, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Class A Shares; or (b) ultimately are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common such Class A Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with Section 2.2(d) hereof, but in no case shall Vitran, Purchaser or any other Person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective TimeClass A Shares.

Rights of Dissent. Holders of Company Common Shares may exercise rights of dissent with respect to such Company Common Shares pursuant to and in the manner set forth in section 185 190 of the OBCA CBCA and this Section 3.1 (the “Dissent Rights”) in connection with the Arrangement; , provided that, that notwithstanding subsection 185(6190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6190(5) of the OBCA CBCA must be received by Vitran the Company not later than 5:00 p.m. (Toronto time) on the second Business Day preceding the Vitran Company Meeting. Holders of the Company Common Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Company Common Shares shall be deemed to have transferred such Company Common Shares to Purchaser in accordance with Section 2.2(b) hereof as of the Effective Time, without any further act or formality and free and clear of all liens, claims and encumbrances, to the extent Company for cancellation in consideration for a payment of cash from the Company equal to such fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationvalue; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Common Shares shall be deemed to have participated in the Arrangement as of the Effective Time, on the same basis as a non-dissenting holder of Company Common Shares and shall receive the Consideration from Purchaser Parent Common Stock on the same basis determined in accordance with Section 2.2(d) hereofas holders of Company Common Shares, but in no case shall VitranParent, Purchaser Parent SubCo, the Company or any other Person be required to recognize such holders any Dissenting Shareholder as holders a holder of Company Common Shares after the Effective Time, and the names of such holders of Common Shares each Dissenting Shareholder shall be deleted from the registers register of holders of Company Common Shares at the Effective Time.

Rights of Dissent. Holders of Common Shares may exercise rights of dissent with respect to such Common Shares pursuant to and in the manner set forth in section 185 190 of the OBCA CBCA as modified by the Interim Order and this Section 3.1 Article 5 (the “Dissent Rights”) in connection with the Arrangement; provided that, notwithstanding subsection 185(6Subsection 190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6Subsection 190(5) of the OBCA CBCA must be received by Vitran the Company not later than 5:00 p.m. (Toronto time) on the second Business Day preceding the Vitran Company Meeting. Holders of the Common Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Common Shares shall be deemed to have transferred such Common Shares to Purchaser Parent as of the time stipulated in accordance with Section 2.2(b) hereof to the extent the fair value therefor is paid by Vitran 3.1(h), and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such Holders not exercised their Dissent Rights; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with Section 2.2(d) hereof, Shares; but in no case shall Vitranthe Company, Purchaser Parent or any other Person be required to recognize such holders as holders of Common Shares after the Effective Timetime stipulated in Section 3.1(h), and the names name of such holders of Common Shares shall be deleted from the registers register of holders of Common Shares at the Effective Timetime stipulated in Section 3.1(h) and Parent shall be considered the holder of 100% of the Shares immediately following the completion of the transactions contemplated by Section 3.1.

Rights of Dissent. Holders A holder of Corporation Common Shares immediately prior to the Effective Time may exercise rights of dissent with respect to such Common Shares pursuant to and in the manner set forth in section 185 of the OBCA and this Section 3.1 (the “Dissent Rights”) in accordance with the procedures set out in Section 190 of the CBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to such Corporation Common Shares in connection with the Arrangement; , provided that, that notwithstanding subsection 185(6Section 190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6contemplated by Section 190(5) of the OBCA CBCA must be received by Vitran not later than Corporation by 5:00 p.m. pm (Toronto Montreal time) on the second Business Day preceding immediately prior to the Vitran date of the Meeting. Holders of the Common Shares Each Dissenting Shareholder who duly exercise such rights of dissent and whois: (a) are ultimately determined to be entitled to be paid fair value for their such holder’s Corporation Common Shares Shares, which fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined as of the close of business on the day before the Final Order becomes effective, shall be deemed to have transferred such holder’s Corporation Common Shares to Purchaser Corporation as of the Effective Time as set out in accordance with Section 2.2(b) hereof to the extent the fair value therefor is paid by Vitran 3.3 hereof, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such Dissenting Shareholder not exercised Dissent Rights in respect of such Corporation Common Shares; or (b) are ultimately determined not to be entitled, for any reason, to be paid such fair value for their such Corporation Common Shares Shares, shall be deemed to have participated in the Arrangement with respect to such Corporation Common Shares, as of the Effective Time, on the same basis as a non-dissenting holder of Corporation Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with to which Section 2.2(d) hereof, but in no case shall Vitran, Purchaser or any other Person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective Time3.3 hereof applies.

Rights of Dissent. Holders Registered holders of Common the Shares may exercise rights of dissent with respect to such Common Shares exercise, pursuant to and in the manner set forth in section 185 Section 190 of the OBCA and this Section 3.1 (CBCA, the “Dissent Rights”) right of dissent in connection with the Arrangement, as same may be modified by the Interim Order and this Section 4.1 (“Dissent Rights”); provided that, notwithstanding subsection 185(6190(5) of the OBCACBCA, the written notice setting forth such registered holder’s objection to the Arrangement Resolution referred to in subsection 185(6190(5) of the OBCA CBCA must be received by Vitran the Company not later than 5:00 p.m. (Toronto Vancouver time) on the second Business Day business day which is two business days immediately preceding the Vitran Meeting. Holders date of the Common Company Meeting (as it may be adjourned or postponed from time to time). Registered holders of the Shares who duly and validly exercise such rights of dissent Dissent Rights and who: (a1) are ultimately determined to be entitled to be paid by the Purchaser the fair value for their Common Shares Shares, (a) shall be deemed to have transferred such Common the Shares to Purchaser held by them and in accordance with Section 2.2(b) hereof respect of which Dissent Rights have been duly and validly exercised to the extent Purchaser, without any further act or formality, free and clear of all Liens at the time specified in Section 3.1(10), in consideration of a debt claim against the Purchaser to be paid the fair value therefor is of such Shares and (b) shall be entitled to be paid by Vitran the Purchaser an amount equal to the fair value of such Shares, and will shall not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such registered holders not exercised their Dissent Rights in respect of such Shares; or (b2) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Shares Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with as contemplated by Section 2.2(d) hereof, but in no case shall Vitran, Purchaser or any other Person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective Time3.1(10).

Rights of Dissent. Holders of Glyko Common Shares Shareholders may in connection with the Arrangement exercise rights of dissent with respect to such Common Shares shares pursuant to and in the manner set forth in section 185 Section 190 of the OBCA and this Section 3.1 Act as the same may be modified by the Interim Order or the Final Order (the “"Dissent Rights”) in connection with the Arrangement; provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by Vitran not later than 5:00 p.m. (Toronto time) on the second Business Day preceding the Vitran Meeting"). Holders of the Glyko Common Shares Shareholders who duly exercise such rights of dissent Dissent Rights and who: (a) are ultimately determined to be entitled to be paid fair value for their Glyko Common Shares shall be deemed to have transferred such Glyko Common Shares to Purchaser in accordance with Section 2.2(b) hereof to Glyko without any further act or formality and free and clear of all liens and encumbrances and such shares shall be cancelled at the extent the fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationImplementation Time; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Glyko Common Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting nondissenting holder of Glyko Common Shares and shall receive the Consideration from Purchaser BioMarin Common Stock on the basis determined in accordance with Section 2.2(d) hereof2.02(a), but in no case shall VitranBioMarin, Purchaser BioMarin Nova Scotia, Glyko or any other Person person be required to recognize such holders as holders of Glyko Common Shares after the Effective Implementation Time, and the names of such holders of Glyko Common Shares Shareholders shall be deleted from the registers register of holders of Glyko Common Shares at the Effective Implementation Time. Any Glyko Shareholders who duly exercise Dissent Rights and who are ultimately determined to be paid fair value for their Glyko Common Shares shall be paid solely from the assets of Glyko.

Rights of Dissent. Holders of Common Shares may exercise rights of dissent with respect to such Common Shares pursuant to and in the manner set forth in section 185 of the OBCA and this Section 3.1 (the “Dissent Rights”) in connection with the Arrangement; provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by Vitran Coretec not later than 5:00 p.m. (Toronto time) on the second Business Day preceding the Vitran Coretec Meeting. Holders of the Common Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Common Shares shall be deemed to have transferred such Common Shares to Purchaser DDi in accordance with Section 2.2(b2.2(a) hereof to the extent the fair value therefor is paid by Vitran DDi and will not be entitled to any other payment or consideration; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser DDi on the basis determined in accordance with Section 2.2(d2.2(c) hereof, but in no case shall VitranCoretec, Purchaser DDi or any other Person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective Time.

Rights of Dissent. Holders of ACI Common Shares may exercise rights of dissent with respect to such Common Shares shares pursuant to and in the manner set forth in section 185 190 of the OBCA CBCA and this Section 3.1 (the “Dissent Rights”) in connection with the Arrangement; provided that, notwithstanding subsection 185(6190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6190(5) of the OBCA CBCA must be received by Vitran ACI not later than 5:00 p.m. (Toronto Montreal time) on the second Business Day preceding the Vitran ACI Meeting. Holders of the ACI Common Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their ACI Common Shares shall be deemed to have transferred such ACI Common Shares to Purchaser in accordance with Section 2.2(b) hereof to ACI for cancellation on the extent the fair value therefor is paid by Vitran and will not be entitled Effective Date prior to any other payment or considerationof the steps described in Section 2.2 hereof; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their ACI Common Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of ACI Common Shares and shall receive a number of shares of Parent Common Stock equal to the Consideration from Purchaser on number of ACI Common Shares held by the basis determined in accordance with Section 2.2(d) hereof, holder multiplied by the ACI Exchange Ratio; but in no case shall VitranParent, Purchaser Bowater, ExchangeCo, CallCo, ACI or any other Person person be required to recognize such holders as holders of ACI Common Shares after the Effective Time, and the names of such holders of ACI Common Shares shall be deleted from the registers register of holders of ACI Common Shares at the Effective Time.

Rights of Dissent. Holders of Company Common Shares may exercise rights of dissent with respect to such Company Common Shares pursuant to and in the manner set forth in section 185 190 of the OBCA CBCA and this Section 3.1 (the “Dissent Rights”) in connection with the Arrangement; , provided that, that notwithstanding subsection 185(6190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6190(5) of the OBCA CBCA must be received by Vitran Company not later than 5:00 p.m. (Toronto time) on the second Business Day preceding the Vitran Company Meeting. Holders of the Company Common Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Company Common Shares shall be deemed to have transferred such Company Common Shares as of the Effective Time, without any further act or formality and free and clear of all Liens, to Purchaser Company for cancellation in accordance with Section 2.2(b) hereof consideration for a payment of cash from Company equal to the extent the such fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationvalue; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Common Shares shall be deemed to have participated in the Arrangement as of the Effective Time, on the same basis as a non-dissenting holder of Company Common Shares who did not make an election and shall receive the Consideration from Purchaser cash or Parent Common Stock on the same basis determined in accordance with Section 2.2(d) hereofas holders of Non-Election Shares, but in no case shall VitranParent, Purchaser Parent SubCo, Company or any other Person be required to recognize such holders any Dissenting Shareholder as holders a holder of Company Common Shares after the Effective Time, and the names of such holders of Common Shares each Dissenting Shareholder shall be deleted from the registers register of holders of Company Common Shares at the Effective Time.

Rights of Dissent. Holders of Common Shares may exercise rights of dissent with respect to such Common Shares shares pursuant to and in the manner set forth in section 185 Section 190 of the OBCA CBCA and this Section 3.1 (the “Dissent RightsProcedures”) in connection with the Arrangement; provided that, notwithstanding subsection 185(6Subsection 190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6Subsection 190(5) of the OBCA CBCA must be received by Vitran Parent not later than 5:00 p.m. (Toronto Vancouver time) on the second Business Day preceding the Vitran Company Securityholders’ Meeting. Holders of the Common Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Common Shares shall will be deemed to have transferred such Common Shares to Purchaser in accordance with Section 2.2(b) hereof the Company immediately prior to the Effective Time, to the extent the fair value therefor is paid by Vitran the Company, and such shares will not be entitled to any other payment or considerationcancelled as of the Effective Time; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Shares shall will be deemed to have participated in the Arrangement on the same basis as a non- dissenting and non-dissenting electing holder of Common Shares and shall will receive Exchangeable Shares or Parent Common Stock, as the Consideration from Purchaser on the basis determined case may be, in accordance with Section 2.2(d) hereof2.2(b), but in no case shall Vitranwill Parent, Purchaser ExchangeCo or any other Person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall will be deleted from the registers register of holders of Common Shares at the Effective Time.

Rights of Dissent. Holders of Common Shares Registered Premier Shareholders may exercise rights of dissent with respect to such Common their Premier Shares in connection with the Arrangement pursuant to and in the manner set forth in section 185 of the OBCA as modified by the Interim Order, the Final Order and this Section 3.1 Article 3 (the “Dissent Rights”) in connection with the Arrangement; ), provided that, notwithstanding subsection 185(6) of the OBCA, the written notice setting forth such registered Premier Shareholder’s objection to the Arrangement Resolution referred to in subsection 185(6) and exercise of the OBCA Dissent Rights must be received by Vitran Premier not later than 5:00 p.m. (Toronto time) on the second Business Day that is two Business Days preceding the Vitran date of the Premier Meeting. Holders of the Common Shares Premier Shareholders who duly exercise their Dissent Rights are deemed to have transferred the Premier Shares held by them and in respect of which Dissent Rights have been validly exercised to Premier, as provided in Section 2.4(a) and if such rights of dissent and whoDissenting Shareholders: (a) ultimately are ultimately determined to be entitled to be paid the fair value for their Common such Premier Shares shall by Premier, will be deemed to have transferred such Common Shares to Purchaser in accordance with Section 2.2(b) hereof to the extent paid the fair value therefor is paid of such Premier Shares by Vitran Premier (out of Premier funds not directly or indirectly provided by Equinox Gold or its affiliates), and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Premier Shares; or (b) ultimately are ultimately determined not to be entitled, for any reason, to be paid the fair value for their Common such Premier Shares shall by Premier, will be deemed to have participated in the Arrangement on the same basis as a any non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with Section 2.2(d) hereof, but in no case shall Vitran, Purchaser or any other Person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective TimeDissenting Shareholder.

Rights of Dissent. Holders of TMB Common Shares may exercise rights of dissent with respect to such Common Shares shares pursuant to and in the manner set forth in section 185 of the OBCA and this Section section 3.1 (the “Dissent Rights”) in connection with the Arrangement; provided that, notwithstanding subsection 185(6185(10) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by Vitran TMB not later than 5:00 p.m. (Toronto time) on the second Business Day preceding the Vitran TMB Meeting. Holders of the TMB Common Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their TMB Common Shares shall be deemed to have transferred such TMB Common Shares to Purchaser in accordance with Section 2.2(b) hereof Luminex, to the extent the fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationLuminex; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their TMB Common Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of TMB Common Shares and shall receive the Consideration from Purchaser Luminex Common Shares on the basis determined in accordance with Section 2.2(d) hereofsection 2.2(a), but in no case shall VitranLuminex, Purchaser TMB or any other Person be required to recognize such holders as holders of TMB Common Shares after the Effective Time, and the names of such holders of TMB Common Shares shall be deleted from the registers of holders of TMB Common Shares at the Effective Time.

Rights of Dissent. Holders Registered holders of Common the Shares may exercise rights of dissent with respect to such Common Shares exercise, pursuant to and in the manner set forth in section Section 185 of the OBCA and this Section 3.1 (OBCA, the “Dissent Rights”) right of dissent in connection with the Arrangement, as same may be modified by the Interim Order and this Section 4.1 ("Dissent Rights"); provided that, notwithstanding subsection 185(6185 (6) of the OBCA, the written notice setting forth such registered holder's objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by Vitran the Company not later than 5:00 p.m. (Toronto time) time on the second Business Day business day which is two business days immediately preceding the Vitran Meeting. Holders date of the Common Company Meeting (as it may be adjourned or postponed from time to time). Registered holders of Shares who duly and validly exercise such rights of dissent Dissent Rights and who: (a1) are ultimately determined to be entitled to be paid by the Purchaser the fair value for their Common Shares Shares, (a) shall be deemed to have transferred such Common the Shares to Purchaser held by them and in accordance with Section 2.2(b) hereof respect of which Dissent Rights have been duly and validly exercised to the extent Purchaser, without any further act or formality, free and clear of all Liens at the time specified in Section 3.1(7), in consideration of a debt claim against the Purchaser to be paid the fair value therefor is of such Shares and (b) shall be entitled to be paid by Vitran the Purchaser an amount equal to the fair value of such Shares, and will shall not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such registered holders not exercised their Dissent Rights in respect of such Shares; or (b2) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Shares Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with as contemplated by Section 2.2(d) hereof, but in no case shall Vitran, Purchaser or any other Person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective Time3.1(7).

Rights of Dissent. (a) Holders of Common Shares may exercise rights of dissent in connection with the Arrangement with respect to such their Common Shares pursuant to and in the manner set forth in section 185 Part 8 - Division 2 of the OBCA Act as modified by the Interim Order and this Section 3.1 section 4.1 (the “Dissent Rights”) in connection with the Arrangement; ), provided that, notwithstanding subsection 185(6) 242 of the OBCAAct, the written objection to the Arrangement Resolution referred to in contemplated by subsection 185(6242(2) of the OBCA Act must be received by Vitran the Company not later than 5:00 4:00 p.m. (Toronto Vancouver time) on the second date which is two Business Day Days immediately preceding the Vitran Meeting. . (b) Holders of the Common Shares who duly exercise such rights of dissent Dissent Rights and who: (a) who are ultimately determined to be entitled to be paid fair value for their Common Shares shall be deemed to have irrevocably transferred their Common Shares to the Company, without any further authorization, act or formality and free and clear of all liens, charges, claims and encumbrances and immediately thereafter such Common Shares will be, and will be deemed to Purchaser in accordance with Section 2.2(b) hereof be, cancelled and the former holders of such Common Shares shall cease to the extent the have any rights as former holders of Common Shares other than their right to be paid fair value therefor is paid by Vitran and will not be entitled to any other payment or consideration; orfor their Common Shares. (bc) Shareholders who exercise, or purport to exercise, Dissent Rights, and who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Shares Shares, shall be deemed to have participated in the Arrangement on the same basis as a any non-dissenting holder of Common Shares Dissenting Shareholder as at and from the Effective Time and shall receive receive, and be entitled to receive, only the Consideration from Purchaser consideration for each Common Share on the basis determined set forth in accordance with Section 2.2(d) hereof, but in no case shall Vitran, Purchaser or any other Person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective TimeArticle 3.

Rights of Dissent. Holders Pursuant to the Interim Order, holders of Common Shares may exercise dissent rights of dissent (“Dissent Rights”) in connection with respect to such Common Shares the Arrangement pursuant to and in the manner set forth in section Section 185 of the OBCA and this Section 3.1 (the “Dissent Rights”) in connection with the Arrangement; provided that, notwithstanding subsection 185(6) of the OBCA, as modified by the Interim Order and this Section 3.1, provided however that written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by Vitran the Company not later than 5:00 p.m. (Toronto time) on the second Business Day that is two Business Days immediately preceding the Vitran Meetingdate of the Company Meeting (as it may be adjourned or postponed from time to time). Holders of Dissenters who duly exercise their Dissent Rights with respect to their Common Shares (“Dissenting Shares”) shall be deemed to have transferred the Common Shares who duly exercise such rights held by them and in respect of dissent which Dissent Rights have been validly exercised to the Purchaser free and whoclear of all Liens, and if they: (a) ultimately are ultimately determined to be entitled to be paid fair value for their Common Shares shall Dissenting Shares, will be deemed entitled to have transferred such Common Shares to Purchaser in accordance with Section 2.2(b) hereof to the extent be paid the fair value therefor is paid by Vitran of such Dissenting Shares, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Dissenting Shares; or (b) ultimately are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common such Dissenting Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with Section 2.2(d) hereof, Shares; but in no case shall Vitran, Purchaser or any other Person will the Company be required to recognize such holders persons as holders of holding Common Shares on or after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective TimeDate.

Rights of Dissent. Holders of Pursuant to the Interim Order, each Common Shares Shareholder may exercise rights of dissent with respect to such Common Shares pursuant to and in the manner set forth in section 185 of the OBCA and this Section 3.1 (the “Dissent Rights”) under Division 2 of Part 8 of the BCBCA as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in connection with respect of the Arrangement; provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by Vitran not later than 5:00 p.m. (Toronto time) on the second Business Day preceding the Vitran Meeting. Holders of the Common Shares Shareholders who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their the Common Shares shall in respect of which they have exercised Dissent Rights will be deemed to have irrevocably transferred such Common Shares to Purchaser Acquisitionco pursuant to Section 3.1(b)(i)(B) in accordance with Section 2.2(b) hereof to the extent the consideration of such fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationvalue; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their the Common Shares shall in respect of which they have exercised Dissent Rights will be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares Shareholder that has not exercised Dissent Rights, as at and shall receive from the Consideration from Purchaser on time specified in Section 3.1(b) for the basis determined consideration set forth in accordance with Section 2.2(d) hereof, 3.1(b)(i)(C); but in no case shall Vitranwill Parent, Purchaser Acquisitionco, the Company or any other Person person be required to recognize such holders as holders Common Shareholders after the completion of the step set forth in Section 3.1(a) and each Dissenting Shareholder will cease to be entitled to the rights of a Common Shareholder in respect of the Common Shares after the Effective Time, in relation to which such Dissenting Shareholder has exercised Dissent Rights and the names central securities register will be amended to reflect that such former holder is no longer the holder of such holders of Common Shares shall be deleted as and from the registers of holders of Common Shares at the Effective Time.

Rights of Dissent. Holders of ACI Common Shares may exercise rights of dissent with respect to such Common Shares shares pursuant to and in the manner set forth in section 185 190 of the OBCA CBCA and this Section 3.1 (the “Dissent Rights”"DISSENT RIGHTS") in connection with the Arrangement; provided that, notwithstanding subsection 185(6190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6190(5) of the OBCA CBCA must be received by Vitran ACI not later than 5:00 p.m. (Toronto Montreal time) on the second Business Day preceding the Vitran ACI Meeting. Holders of the ACI Common Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their ACI Common Shares shall be deemed to have transferred such ACI Common Shares to Purchaser in accordance with Section 2.2(b) hereof to ACI for cancellation on the extent the fair value therefor is paid by Vitran and will not be entitled Effective Date prior to any other payment or considerationof the steps described in Section 2.2 hereof; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their ACI Common Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of ACI Common Shares and shall receive a number of shares of Parent Common Stock equal to the Consideration from Purchaser on number of ACI Common Shares held by the basis determined in accordance with Section 2.2(d) hereof, holder multiplied by the ACI Exchange Ratio; but in no case shall VitranParent, Purchaser Bowater, ExchangeCo, CallCo, ACI or any other Person person be required to recognize such holders as holders of ACI Common Shares after the Effective Time, and the names of such holders of ACI Common Shares shall be deleted from the registers register of holders of ACI Common Shares at the Effective Time.

Rights of Dissent. Holders of Common Shares Each registered Shareholder may exercise rights of dissent with respect to such Common Shares (“Dissent Rights”) pursuant to and in the manner set forth in section 185 under Division 2 of Part 8 of the OBCA Act, the Interim Order and this Section 3.1 (the “Dissent Rights”) in connection with the Arrangement; , provided that, notwithstanding subsection 185(6) of the OBCA, that the written objection to the Arrangement Resolution referred to in subsection 185(6) contemplated by Section 242 of the OBCA Act must be sent to and received by Vitran not later than 5:00 p.m. (Toronto time) on the second Business Day preceding Company at least two days before the Vitran Meeting. Holders of the Common Shares Shareholders who duly exercise such rights of dissent Dissent Rights and who: (a) are ultimately determined to be entitled to be paid fair value by the Acquiror for their the Common Shares shall in respect of which they have validly exercised Dissent Rights will be deemed to have irrevocably transferred such Common Shares to Purchaser in accordance with the Acquiror (free and clear of all Encumbrances) pursuant to Section 2.2(b) hereof to the extent the fair value therefor is paid by Vitran and will not be entitled to any other payment or consideration2.3(b); or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value by the Acquiror for their the Common Shares shall in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with to which Section 2.2(d2.3(c) hereof, applies; but in no case shall Vitranwill the Company, Purchaser the Acquiror or any other Person person, including the Depositary, be required to recognize such holders any Dissenting Shareholder as holders a holder of Common Shares after the Effective Timecompletion of the steps set out in Section 2.3(b). For greater certainty, and in addition to any other restriction under Section 242 of the names Act, neither Optionholders nor Shareholders who vote, or who have instructed a proxyholder to vote, in favour of such holders of Common Shares the Arrangement Resolution shall be deleted from the registers of holders of Common Shares at the Effective Timeentitled to exercise Dissent Rights.

Rights of Dissent. Holders Registered holders of Common HSE Shares may exercise rights of dissent with respect to such Common Shares Dissent Rights pursuant to and in the manner set forth in section 185 191 of the OBCA ABCA and in this Section 3.1 (the “Dissent Rights”) in connection with the ArrangementArrangement Resolution as the same may be modified by the Interim Order or the Final Order; provided that, notwithstanding subsection 185(6191(5) of the OBCAABCA, the written objection to the Arrangement Resolution referred to in subsection 185(6191(5) of the OBCA ABCA must be received by Vitran not later than HSE before 5:00 p.m. (Toronto Calgary time) on the second fifth Business Day preceding the Vitran HSE Meeting. Holders Registered holders of the Common HSE Shares who duly exercise such rights of dissent Dissent Rights and who: (a) are ultimately determined to be entitled to be paid the fair value for of their Common HSE Shares shall be deemed to have transferred such Common Shares shares to Purchaser in accordance with Acquiror at the Effective Time notwithstanding the provisions of Section 2.2(b) hereof to 191 of the extent the fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationABCA; or (b) are ultimately determined not to be entitled, for any reason, entitled to be paid the fair value for their Common HSE Shares shall be deemed to have participated in the Arrangement on the same basis as a any non-dissenting holder of Common Shares HSE Shareholder as at and shall receive from the Consideration from Purchaser on the basis determined in accordance with Section 2.2(d) hereofEffective Time, but in no case shall VitranHSE, Purchaser DXP, Acquiror or any other Person person be required to recognize such holders as holders of Common HSE Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers register of holders HSE Shareholders as of Common Shares at the Effective Time. In addition to any other restrictions in section 191 of the ABCA, none of the following shall be entitled to exercise Dissent Rights: (i) HSE Optionholders; and (ii) HSE Shareholders who vote in favour of the Arrangement Resolution. A holder of HSE Shares may only exercise Dissent Rights in respect of all, and not less than all, of its HSE Shares.

Rights of Dissent. Holders A holder of Common Shares or Warrants immediately prior to the Effective Time may exercise rights Dissent Rights in accordance with the procedures set out in section 190 of dissent the Act, as modified by this Article 3, the Interim Order and the Final Order, with respect to such Common Shares pursuant to and in the manner set forth in section 185 of the OBCA and this Section 3.1 (the “Dissent Rights”) or Warrants in connection with the Arrangement; , provided that, that notwithstanding subsection 185(6section 190(5) of the OBCAAct, the written objection to the Arrangement Resolution referred to in subsection 185(6contemplated by section 190(5) of the OBCA Act must be received by Vitran not later than the Corporation by 5:00 p.m. pm (Toronto timeEastern Daylight Time) on two (2) Business Days prior to the second Business Day preceding date of the Vitran Meeting. Holders of the Common Shares Each Dissenting Securityholder who duly exercise such rights of dissent and whois: (a) are ultimately determined to be entitled to be paid fair value for their such holder’s Common Shares or Warrants, as applicable, which fair value, notwithstanding anything to the contrary contained in Part XV of the Act, shall be determined as of the close of business on the day before the Arrangement Resolution is adopted, shall be deemed to have transferred such holder’s Common Shares or Warrants, as applicable to Purchaser Acquiror as of the time set out in accordance with Section 2.2(b2.3(d) hereof to the extent the fair value therefor is paid by Vitran or 2.3(f) hereof, as applicable, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such Dissenting Securityholder not exercised Dissent Rights in respect of such Common Shares or Warrants; or (b) are ultimately determined not to be entitled, for any reason, to be paid such fair value for their such Warrants or Common Shares Shares, as applicable, shall be deemed to have participated in the Arrangement with respect to such Warrants or Common Shares, as applicable, as of the time set out in Section 2.3(c) or 2.3(e) hereof, on the same basis as a non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with Shareholder or a Warrantholder to which Section 2.2(d2.3(c) hereofor 2.3(e) hereof applies, but in no case shall Vitran, Purchaser or any other Person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective Timeapplicable.

Rights of Dissent. Holders of Primetech Common Shares may exercise rights of dissent with respect to such Common Shares Dissent Rights pursuant to and in the manner set forth in section 185 Section 190 of the OBCA CBCA and in this Section 3.1 (the “Dissent Rights”) in connection with the ArrangementArrangement as the same may be modified by the Interim Order or the Final Order; provided that, notwithstanding subsection 185(6190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6190(5) of the OBCA CBCA must be received by Vitran not later than Primetech before 5:00 p.m. (Toronto Montreal time) on the second Business Day preceding the Vitran Meeting. Holders of the Common Shares who duly exercise such rights of dissent Dissent Rights and who: (a) are ultimately determined to be entitled to be paid by Primetech the fair value for their Primetech Common Shares shall be deemed to have transferred such Common Shares shares to Purchaser in accordance with Section 2.2(b) hereof Primetech for cancellation on the Effective Date immediately prior to the extent first step of the fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationPlan of Arrangement set out in Subsection 2.2(a) being effective; or (b) are ultimately determined not to be entitled, for any reason, entitled to be paid by Primetech the fair value for their Primetech Common Shares shall be deemed to have participated in the Arrangement on the same basis as a any non-dissenting holder of Common Shares Shareholder as at and shall receive from the Consideration from Purchaser on the basis determined in accordance with Section 2.2(d) hereofEffective Date, but in no case shall VitranPrimetech, Purchaser Celestica or any other Person person be required to recognize such holders as holders of Primetech Common Shares after the Effective TimeDate, and the names of such holders holders (i) Holdcos in respect of Common Shares shall be deleted from which a Holdco Election has been made; and (ii) Shareholders or Holdco Shareholders who vote in favour of the registers Plan of holders of Common Shares at the Effective TimeArrangement, enter into a Holdco Agreement or make a Holdco Election.

Rights of Dissent. (a) Holders of Common Shares may exercise rights of dissent in connection with the Arrangement with respect to such their Common Shares pursuant to and in the manner set forth in section 185 Part 8 – Division 2 of the OBCA Act as modified by the Interim Order and this Section 3.1 section 4.1 (the “Dissent Rights”) in connection with the Arrangement; ), provided that, notwithstanding subsection 185(6) 242 of the OBCAAct, the written objection to the Arrangement Resolution referred to in contemplated by subsection 185(6242(2) of the OBCA Act must be received by Vitran the Company not later than 5:00 4:00 p.m. (Toronto Vancouver time) on the second date which is two Business Day Days immediately preceding the Vitran Meeting. . (b) Holders of the Common Shares who duly exercise such rights of dissent Dissent Rights and who: (a) who are ultimately determined to be entitled to be paid fair value for their Common Shares shall be deemed to have irrevocably transferred their Common Shares to the Company immediately prior to the Effective Time, without any further authorization, act or formality and free and clear of all liens, charges, claims and encumbrances and thereupon such Common Shares will be, and will be deemed to Purchaser in accordance with Section 2.2(b) hereof be, cancelled and the former holders of such Common Shares shall cease to the extent the have any rights as former holders of Common Shares other than their right to be paid fair value therefor is paid by Vitran and will not be entitled to any other payment or consideration; orfor their Common Shares. (bc) Shareholders who exercise, or purport to exercise, Dissent Rights, and who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Shares Shares, shall be deemed to have participated in the Arrangement on the same basis as a any non-dissenting holder of Common Shares Dissenting Shareholder as at and from the Effective Time and shall receive receive, and be entitled to receive, only the Consideration from Purchaser consideration for each Common Share on the basis determined set forth in accordance with Section 2.2(d) hereof, but in no case shall Vitran, Purchaser or any other Person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective TimeArticle 3.

Rights of Dissent. Holders of Common Normabec Shares may exercise rights of dissent (“Dissent Rights”) with respect to such Common Shares shares pursuant to and in the manner set forth in section 185 Section 190 of the OBCA CBCA, the Interim Order and this Section 3.1 (the “Dissent RightsProcedures”) in connection with the Arrangement; provided that, notwithstanding subsection 185(6Section 190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6Section 190(5) of the OBCA CBCA must be received by Vitran Normabec not later than 5:00 p.m. (Toronto Montréal time) on the second last Business Day preceding the Vitran MeetingMeeting Date. Holders of the Common Normabec Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Common Normabec Shares shall be deemed to have transferred such Common Normabec Shares to Purchaser First Majestic as of the Effective Time without any further act or formality and free and clear of all liens, claims and encumbrances, in accordance with Section 2.2(b) hereof to consideration for the extent payment by First Majestic of the fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationthereof, in cash; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Normabec Shares shall be deemed to have participated in the Arrangement on the same basis as a non-non- dissenting holder of Common Normabec Shares and shall receive the Consideration from Purchaser First Majestic Shares and Newco Shares on the basis determined in accordance with Section 2.2(d) hereof2.3(d), but in no case shall VitranFirst Majestic, Purchaser Normabec, Newco or any other Person be required to recognize such holders as holders of Common Normabec Shares after the Effective Time, and the names of such holders of Common Normabec Shares shall be deleted from the registers of holders of Common Normabec Shares at the Effective Time.

Rights of Dissent. Holders of Common Shares may exercise rights of dissent with respect to such Common Shares Shares, pursuant to and in the manner set forth in section 185 Section 190 of the OBCA CBCA as modified by the Interim Order and this Section 3.1 in connection with the Arrangement (the “Dissent Rights”) in connection with the Arrangement); provided that, notwithstanding subsection 185(6190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6190(5) of the OBCA CBCA must be received by Vitran the Company not later than 5:00 2:00 p.m. (Toronto Calgary time) on the second Business Day preceding the Vitran Company Shareholder Meeting. Holders of the Common Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Common Shares shall be deemed to have transferred such Common Shares to Purchaser in accordance with Section 2.2(b) hereof as of the Effective Time, without any further act or formality and free and clear of all liens, claims and encumbrances, to the extent Company, in consideration for a payment of cash from the Company equal to such fair value therefor is paid by Vitran and will not such Common Shares shall be entitled to any other payment or considerationcancelled as of the Effective Time; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Shares shall be deemed to have participated in the Arrangement Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Common Shares who did not make a valid election to receive Exchangeable Shares and shall receive the Consideration from Purchaser Parent Shares on the basis determined in accordance with Section 2.2(d) hereof2.2, but in no case shall VitranParent, Purchaser the Company, Purchaser, Canco or any other Person be required to recognize such holders any holder of Common Shares who exercises rights of dissent as holders a holder of Common Shares after the Effective Time, Time and the names of each such holders of Common Shares holder shall be deleted from the registers register of holders of Common Shares at the Effective Time.

Rights of Dissent. Holders of Company Common Shares may exercise rights of dissent with respect to such Company Common Shares pursuant to and in the manner set forth in section 185 190 of the OBCA CBCA and this Section 3.1 (the “Dissent Rights”) in connection with the Arrangement; , provided that, that notwithstanding subsection 185(6190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6190(5) of the OBCA CBCA must be received by Vitran Company not later than 5:00 p.m. (Toronto time) on the second Business Day preceding the Vitran Company Meeting. Holders of the Company Common Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Company Common Shares shall be deemed to have transferred such Company Common Shares as of the Effective Time, without any further act or formality and free and clear of all Liens, to Purchaser Company for cancellation in accordance with Section 2.2(b) hereof consideration for a payment of cash from Company equal to the extent the such fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationvalue; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Common Shares shall be deemed to have participated in the Arrangement as of the Effective Time, on the same basis as a non-dissenting holder of Company Common Shares who did not make an election and shall receive the Consideration from Purchaser cash or Parent Common Stock on the same basis determined in accordance with Section 2.2(d) hereofas holders of NonElection Shares, but in no case shall VitranParent, Purchaser Parent SubCo, Company or any other Person be required to recognize such holders any Dissenting Shareholder as holders a holder of Company Common Shares after the Effective Time, and the names of such holders of Common Shares each Dissenting Shareholder shall be deleted from the registers register of holders of Company Common Shares at the Effective Time.

Rights of Dissent. Holders of Pursuant to the Interim Order, each Common Shares Shareholder may exercise rights of dissent with respect to such Common Shares pursuant to and in the manner set forth in section 185 of the OBCA and this Section 3.1 (the “Dissent Rights”) as provided under Section 190 of the of the CBCA as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in connection with respect of the Arrangement; , provided that, notwithstanding subsection 185(6Section 190(5) of the OBCACBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by Vitran not later than the Company before 5:00 p.m. (Toronto time) on the second Business Day immediately preceding the Vitran Meeting. Holders of the Common Shares Shareholders who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their the Common Shares shall in respect of which they have exercised Dissent Rights will be deemed to have irrevocably transferred such Common Shares to Purchaser Acquisition Sub pursuant to Section 3.1(f)(i) in accordance with Section 2.2(b) hereof to the extent the consideration of such fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationvalue; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their the Common Shares shall in respect of which they have exercised Dissent Rights will be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares Shareholder that has not exercised Dissent Rights, as at and shall receive from the Consideration from Purchaser on time specified in Section 3.1(f) for the basis determined consideration set forth in accordance with Section 2.2(d) hereof, 3.1(f)(i); but in no case shall Vitranwill Parent, Purchaser Acquisition Sub, the Company or any other Person be required to recognize such holders as holders Common Shareholders after the completion of the step set forth in Section 3.1(a) and each Dissenting Shareholder will cease to be entitled to the rights of a Common Shareholder in respect of the Common Shares after the Effective Time, in relation to which such Dissenting Shareholder has exercised Dissent Rights and the names central securities register will be amended to reflect that such former holder is no longer the holder of such holders of Common Shares shall be deleted as and from the registers of holders of Common Shares at the Effective Time.

Rights of Dissent. Holders of Common Shares Pursuant to the Interim Order, each registered Shareholder may exercise rights of dissent with respect to such Common Shares pursuant to and in the manner set forth in section 185 of the OBCA and this Section 3.1 (the “Dissent Rights”) under Section 190 of the CBCA as modified by this ARTICLE 4 as the same may be modified by the Interim Order or the Final Order in connection with respect of the Arrangement; , provided that, notwithstanding subsection 185(6) of the OBCA, that the written objection to the Arrangement Resolution referred to in subsection 185(6) contemplated by Section 190 of the OBCA CBCA must be sent to and received by Vitran not later than 5:00 p.m. (Toronto time) on Xxxxxxxx at least two days before the second Business Day preceding the Vitran Correvio Meeting. Holders of the Common Shares Shareholders who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value from Purchaser, for their Common the Dissenting Shares shall in respect of which they have exercised Dissent Rights, will be deemed to have irrevocably transferred such Common Dissenting Shares to Purchaser Correvio pursuant to Section 3.1(a)(i) in accordance with Section 2.2(b) hereof to the extent the consideration of such fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationvalue; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common the Dissenting Shares shall in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with Section 2.2(d) hereof, Shareholder who has not exercised Dissent Rights; but in no case shall Vitran, will Correvio or Purchaser or any other Person person be required to recognize such holders as holders of Common Correvio Shares after the completion of the steps set forth in Section 3.1(a), and each Dissenting Shareholder will cease to be entitled to the rights of a Shareholder in respect of the Correvio Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the central securities register of Correvio will be amended to reflect that such former holder is no longer the holder of such Correvio Shares from and after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective Time.

Rights of Dissent. Holders Notwithstanding Section 3.1 hereof, holders of Common the Target Shares may exercise rights of dissent with respect to such Common Shares pursuant to and in the manner set forth in section 185 of the OBCA and this Section 3.1 (the “Dissent Rights”) in connection with the Arrangement; provided that, notwithstanding subsection 185(6) Arrangement pursuant to the Interim Order and the Final Order and in the manner set forth in Section 190 of the OBCACBCA, provided that the written notice setting forth the objection of such registered Target Shareholders to the Arrangement Resolution referred to in subsection 185(6) and exercise of the OBCA Dissent Rights must be received by Vitran Target not later than 5:00 p.m. (Toronto timeVancouver Time) on the second Business Day preceding that is two Business Days before the Vitran Meeting. Holders of Meeting or any date to which the Common Shares Meeting may be postponed or adjourned and provided further that holders who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Common Shares Target Shares, which fair value, notwithstanding anything to the contrary contained in the CBCA, shall be determined immediately prior to the approval of the Arrangement Resolution, shall be deemed to have transferred such Common their Target Shares to Purchaser Acquiror as of the Effective Time in accordance with Section 2.2(b) hereof consideration for a debt claim against Acquiror to the extent be paid the fair value therefor is paid by Vitran of such Target Shares and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights; orand (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Target Shares shall be deemed to have participated in the Arrangement Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with Section 2.2(d) hereof, but in no case shall Vitran, Purchaser or any other Person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective TimeTarget Shares.

Rights of Dissent. Holders of Common Shares Pursuant to the Interim Order, each registered Shareholder may exercise rights of dissent with respect to such Common Shares pursuant to and in the manner set forth in section 185 of the OBCA and this Section 3.1 (the “Dissent Rights”) under Section 190 of the CBCA as modified by this ARTICLE 4 as the same may be modified by the Interim Order or the Final Order in connection with respect of the Arrangement; , provided that, notwithstanding subsection 185(6) of the OBCA, that the written objection to the Arrangement Resolution referred to in subsection 185(6) contemplated by Section 190 of the OBCA CBCA must be sent to and received by Vitran not later than 5:00 p.m. (Toronto time) on Correvio at least two days before the second Business Day preceding the Vitran Correvio Meeting. Holders of the Common Shares Shareholders who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value from Purchaser, for their Common the Dissenting Shares shall in respect of which they have exercised Dissent Rights, will be deemed to have irrevocably transferred such Common Dissenting Shares to Purchaser Correvio pursuant to Section 3.1(a)(i) in accordance with Section 2.2(b) hereof to the extent the consideration of such fair value therefor is paid by Vitran and will not be entitled to any other payment or considerationvalue; or (b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common the Dissenting Shares shall in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with Section 2.2(d) hereof, Shareholder who has not exercised Dissent Rights; but in no case shall Vitran, will Correvio or Purchaser or any other Person person be required to recognize such holders as holders of Common Correvio Shares after the completion of the steps set forth in Section 3.1(a), and each Dissenting Shareholder will cease to be entitled to the rights of a Shareholder in respect of the Correvio Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the central securities register of Correvio will be amended to reflect that such former holder is no longer the holder of such Correvio Shares from and after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective Time.