Common use of Rights of Dissent Clause in Contracts

Rights of Dissent. Pursuant to the Interim Order, each registered Company Floating Shareholder may exercise rights of dissent (“Dissent Rights”) under Section 238 of the BCBCA and in the manner set forth in Sections 242 to 247 of the BCBCA, all as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in respect of the Arrangement, provided that the written notice of dissent from the Resolution contemplated by Section 242 of the BCBCA must be sent to and received by the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the Meeting. Company Floating Shareholders who validly exercise such rights of dissent and who: are ultimately determined to be entitled to be paid fair value for the Dissenting Shares in respect of which they have exercised Dissent Rights, notwithstanding anything to the contrary contained in Section 245 of the BCBCA, will be deemed to have irrevocably transferred such Dissenting Shares to the Purchaser pursuant to Section 3.2(a) of this Plan of Arrangement in consideration of such fair value, and in no case will the Company, Canopy or the Purchaser or any other Person be required to recognize such holders as holders of Company Floating Shares after the Effective Time, and each Dissenting Company Floating Shareholder will cease to be entitled to the rights of a Company Floating Shareholder in respect of the Company Floating Shares in relation to which such Dissenting Company Floating Shareholder has exercised Dissent Rights and the securities register of the Company will be amended to reflect that such former holder is no longer the holder of such Company Floating Shares as at and from the Effective Time; or are ultimately not entitled, for any reason, to be paid fair value for the Dissenting Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a Company Floating Shareholder who has not exercised Dissent Rights. In addition to any other restrictions set forth in the BCBCA, none of the following Persons shall be entitled to exercise Dissent Rights: (i) Company Floating Optionholders (with respect to any Company Floating Options); (ii) Company Floating Share Unit Holders (with respect to any Company Floating Share Units); (iii) Company Floating Warrant Holders (with respect to any Company Floating Warrants); and (iv) Company Floating Shareholders who vote in favour of, or who have instructed a proxyholder to vote in favour of, the Resolution.

Rights of Dissent. Pursuant to the Interim Order, each registered Company Floating Shareholder may exercise rights of dissent (“Dissent Rights”) under Section 238 of the BCBCA and in the manner set forth in Sections 242 to 247 of the BCBCA, all as modified by this Article 4 0 as the same may be modified by the Interim Order or the Final Order in respect of the Arrangement, provided that the written notice of dissent from the Resolution contemplated by Section 242 of the BCBCA must be sent to and received by the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the Meeting. Company Floating Shareholders who validly exercise such rights of dissent and who: : (a) are ultimately determined to be entitled to be paid fair value for the Dissenting Shares in respect of which they have exercised Dissent Rights, notwithstanding anything to the contrary contained in Section 245 of the BCBCA, will be deemed to have irrevocably transferred such Dissenting Shares to the Purchaser pursuant to Section 3.2(a) 0 of this Plan of Arrangement in consideration of such fair value, and in no case will the Company, Canopy or the Purchaser or any other Person be required to recognize such holders as holders of Company Floating Shares after the Effective Time, and each Dissenting Company Floating Shareholder will cease to be entitled to the rights of a Company Floating Shareholder in respect of the Company Floating Shares in relation to which such Dissenting Company Floating Shareholder has exercised Dissent Rights and the securities register of the Company will be amended to reflect that such former holder is no longer the holder of such Company Floating Shares as at and from the Effective Time; or or (b) are ultimately not entitled, for any reason, to be paid fair value for the Dissenting Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a Company Floating Shareholder who has not exercised Dissent Rights. In addition to any other restrictions set forth in the BCBCA, none of the following Persons shall be entitled to exercise Dissent Rights: (i) Company Floating Optionholders (with respect to any Company Floating Options); (ii) Company Floating Share Unit Holders (with respect to any Company Floating Share Units); (iii) Company Floating Warrant Holders (with respect to any Company Floating Warrants); and (iv) Company Floating Shareholders who vote in favour of, or who have instructed a proxyholder to vote in favour of, the Resolution.

Rights of Dissent. Pursuant Marathon Shareholders shall be entitled to the Interim Order, each registered Company Floating Shareholder may exercise dissent rights of dissent (“Dissent Rights”) under Section 238 of with respect to the BCBCA Marathon Shares pursuant to and in the manner set forth in Sections 242 to 247 section 190 of the BCBCA, all CBCA as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in respect and this section 4. Notwithstanding subsection 190(a) of the ArrangementCBCA, provided that any Marathon Shareholder seeking to exercise Dissent Rights must deliver to Marathon a written objection to the written notice of dissent from the Resolution contemplated Arrangement by Section 242 of the BCBCA must be sent to and received by the Company not later than 5:00 p.m. (Vancouver Toronto time) on the Business Day that immediately prior to the date of the Marathon Meeting and must strictly comply with all other provisions of section 190 of the CBCA as modified by the Interim Order (the “Dissent Procedures”). If the Arrangement is two Business Days before concluded, a Marathon Shareholder who exercises Dissent Rights in strict compliance with the MeetingDissent Procedures shall be entitled to be paid by Marathon the fair value of the Marathon Shares held by such Dissenting Marathon Shareholder in respect of which such Dissenting Marathon Shareholder dissents, determined as provided for in the CBCA, as modified by the Interim Order and this section 4. Company Floating Shareholders Any such Dissenting Marathon Shareholder who validly exercise such rights of dissent exercises Dissent Rights and who: are : (a) is ultimately determined to be entitled to be paid fair value for the Dissenting its Marathon Shares in respect of which they have exercised Dissent Rights, notwithstanding anything to the contrary contained in Section 245 of the BCBCA, will shall be deemed to have irrevocably transferred such Dissenting its Marathon Shares to the Purchaser pursuant to Section 3.2(a) of this Plan of Arrangement Stillwater in consideration of such fair value, and in no case will the Company, Canopy or the Purchaser or any other Person be required to recognize such holders as holders of Company Floating Shares after the Effective Time, and each Dissenting Company Floating Shareholder will cease to be entitled to the rights of for a Company Floating Shareholder in respect of the Company Floating Shares in relation to which such Dissenting Company Floating Shareholder has exercised Dissent Rights and the securities register of the Company will be amended to reflect that such former holder is no longer the holder of such Company Floating Shares as at and from the Effective Time; or are ultimately not entitled, for any reason, debt claim against Stillwater to be paid fair value for of such shares pursuant to the Dissenting Shares in respect of which they have Dissent Procedures, and shall not be entitled to any other payment or consideration, including any payment under the Arrangement had such holders not exercised their Dissent Rights; or (b) is for any reason ultimately not entitled to be paid for fair value for its Marathon Shares, will shall be deemed to have participated in the Arrangement on as of the Effective Time at the same basis terms and at the same time as a Company Floating non-dissenting Marathon Shareholder who has and shall be issued only the same consideration which a Marathon Shareholder is entitled to receive under the Arrangement as if such Dissenting Marathon Shareholder would not have exercised Dissent Rights. In addition no case shall Stillwater, AquireCo, Marathon or Marathon Gold be required to recognize Dissenting Marathon Shareholders or a Dissenting Marathon Shareholder at and after the Effective Time as a legal or beneficial holder of Marathon Shares for any other restrictions set forth in purpose, and the BCBCA, none names of the following Persons such Dissenting Marathon Shareholders shall be entitled to exercise Dissent Rights: (i) Company Floating Optionholders (with respect to any Company Floating Options); (ii) Company Floating Share Unit Holders (with respect to any Company Floating Share Units); (iii) Company Floating Warrant Holders (with respect to any Company Floating Warrants); and (iv) Company Floating Shareholders who vote in favour of, or who have instructed a proxyholder to vote in favour of, removed from the Resolutionshare register of Marathon at the Effective Time.

Rights of Dissent. Pursuant Company Shareholders shall be entitled to the Interim Order, each registered Company Floating Shareholder may exercise dissent rights of dissent (“Dissent Rights”) under Section 238 of with respect to the BCBCA Company Shares pursuant to and in the manner set forth in Sections 242 to 247 section 190 of the BCBCA, all CBCA as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in respect and this Section 4, but provided that notwithstanding subsection 190(5) of the ArrangementCBCA, provided that the written notice of dissent from the Resolution contemplated by Section 242 of the BCBCA must be sent such Dissenting Company Shareholder delivers to and received by the Company not later than written objection to the Arrangement Resolution by 5:00 p.m. (Vancouver Toronto time) on the Business Day immediately prior to the date of the Company Shareholder Meeting and otherwise complies with section 190 of the CBCA (the “Dissent Procedures”). If the Arrangement is concluded, a Company Shareholder who exercises Dissent Rights in strict compliance with the Dissent Procedures shall be entitled to be paid by the Company the fair value of the Company Shares held by such Dissenting Company Shareholder in respect of which such Dissenting Company Shareholder dissents, determined as provided for in the CBCA, as modified by the Interim Order and this Section 4, provided that is two Business Days before the Meeting. any such Dissenting Company Floating Shareholders Shareholder who validly exercise exercises such rights of right to dissent and who: are : (a) is ultimately determined to be entitled to be paid fair value for the Dissenting its Company Shares in respect of which they have exercised Dissent Rights, notwithstanding anything to the contrary contained in Section 245 of the BCBCA, will shall be deemed to have irrevocably directly assigned and transferred such Dissenting its Company Shares to the Purchaser pursuant to Section 3.2(a) of this Plan of Arrangement Aquireco in consideration of such fair value, and in no case will the Company, Canopy or the Purchaser or any other Person be required to recognize such holders as holders of Company Floating Shares after the Effective Time, and each Dissenting Company Floating Shareholder will cease to be entitled to the rights of for a Company Floating Shareholder in respect of the Company Floating Shares in relation to which such Dissenting Company Floating Shareholder has exercised Dissent Rights and the securities register of the Company will be amended to reflect that such former holder is no longer the holder of such Company Floating Shares as at and from the Effective Time; or are ultimately not entitled, for any reason, debt claim against Acquireco to be paid fair value for of such shares pursuant to the Dissenting Shares in respect of which they have Dissent Procedures, and shall not be entitled to any other payment or consideration, including any payment under the Arrangement had such holders not exercised their Dissent Rights; or (b) is for any reason ultimately not entitled to be paid for fair value for its Company Shares, will shall be deemed to have participated in the Arrangement on as of the Effective Time at the same basis terms and at the same time as a non- dissenting Company Floating Shareholder who has and shall be issued only the same consideration which a Company Shareholder is entitled to receive under the Arrangement as if such Dissenting Company Shareholder would not have exercised Dissent Rights. In no case shall Parent, Acquireco, the Company or the Depositary be required to recognize Dissenting Company Shareholders or a Company Shareholder at and after the Effective Time, and the names of all such Company Shareholders shall be removed from the share register of the Company at the Effective Time in accordance with Section 3. In addition to any other restrictions set forth restriction in section 190 of the BCBCACBCA, none of the following Persons shall be entitled to exercise Dissent Rights: (i) holders of Company Floating Optionholders (with respect to any Company Floating Options); , (ii) holders of Company Floating Share Unit Holders (with respect to any Company Floating Share Units); Warrants, and (iii) Company Floating Warrant Holders (with respect to any Company Floating Warrants); and (iv) Company Floating Shareholders who vote in favour of, or who have instructed a proxyholder to vote in favour of, of the Arrangement Resolution.

Rights of Dissent. Pursuant Marathon Shareholders shall be entitled to the Interim Order, each registered Company Floating Shareholder may exercise dissent rights of dissent (“Dissent Rights”) under Section 238 of with respect to the BCBCA Marathon Shares pursuant to and in the manner set forth in Sections 242 to 247 section 190 of the BCBCA, all CBCA as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in respect and this section 4. Notwithstanding subsection 190(a) of the ArrangementCBCA, provided that any Marathon Shareholder seeking to exercise Dissent Rights must deliver to Marathon a written objection to the written notice of dissent from the Resolution contemplated Arrangement by Section 242 of the BCBCA must be sent to and received by the Company not later than 5:00 p.m. (Vancouver Toronto time) on the Business Day that immediately prior to the date of the Marathon Meeting and must strictly with all other provisions of section 190 of the CBCA as modified by the Interim Order (the “Dissent Procedures”). If the Arrangement is two Business Days before concluded, a Marathon Shareholder who exercises Dissent Rights in strict compliance with the MeetingDissent Procedures shall be entitled to be paid by Marathon the fair value of the Marathon Shares held by such Dissenting Marathon Shareholder in respect of which such Dissenting Marathon Shareholder dissents, determined as provided for in the CBCA, as modified by the Interim Order and this section 4. Company Floating Shareholders Any such Dissenting Marathon Shareholder who validly exercise such rights of dissent exercises Dissent Rights and who: are : (a) is ultimately determined to be entitled to be paid fair value for the Dissenting its Marathon Shares in respect of which they have exercised Dissent Rights, notwithstanding anything to the contrary contained in Section 245 of the BCBCA, will shall be deemed to have irrevocably transferred such Dissenting its Marathon Shares to the Purchaser pursuant to Section 3.2(a) of this Plan of Arrangement Stillwater in consideration of such fair value, and in no case will the Company, Canopy or the Purchaser or any other Person be required to recognize such holders as holders of Company Floating Shares after the Effective Time, and each Dissenting Company Floating Shareholder will cease to be entitled to the rights of for a Company Floating Shareholder in respect of the Company Floating Shares in relation to which such Dissenting Company Floating Shareholder has exercised Dissent Rights and the securities register of the Company will be amended to reflect that such former holder is no longer the holder of such Company Floating Shares as at and from the Effective Time; or are ultimately not entitled, for any reason, debt claim against Stillwater to be paid fair value for of such shares pursuant to the Dissenting Shares in respect of which they have Dissent Procedures, and shall not be entitled to any other payment or consideration, including any payment under the Arrangement had such holders not exercised their Dissent Rights; or (b) is for any reason ultimately not entitled to be paid for fair value for its Marathon Shares, will shall be deemed to have participated in the Arrangement on as of the Effective Time at the same basis terms and at the same time as a Company Floating non-dissenting Marathon Shareholder who has and shall be issued only the same consideration which a Marathon Shareholder is entitled to receive under the Arrangement as if such Dissenting Marathon Shareholder would not have exercised Dissent Rights. In addition no case shall Stillwater, AquireCo, Marathon or Marathon Gold be required to recognize Dissenting Marathon Shareholders or a Dissenting Marathon Shareholder at and after the Effective Time as a legal or beneficial holder of Marathon Shares for any other restrictions set forth in purpose, and the BCBCA, none names of the following Persons such Dissenting Marathon Shareholders shall be entitled to exercise Dissent Rights: (i) Company Floating Optionholders (with respect to any Company Floating Options); (ii) Company Floating Share Unit Holders (with respect to any Company Floating Share Units); (iii) Company Floating Warrant Holders (with respect to any Company Floating Warrants); and (iv) Company Floating Shareholders who vote in favour of, or who have instructed a proxyholder to vote in favour of, removed from the Resolutionshare register of Marathon at the Effective Time.

Rights of Dissent. Pursuant TIN Shareholders shall be entitled to the Interim Order, each registered Company Floating Shareholder may exercise dissent rights of dissent (“Dissent Rights”) under Section 238 of with respect to the BCBCA TIN Shares pursuant to and in the manner set forth in Sections 242 to 247 185 of the BCBCA, all OBCA as modified by this Article 4 as the same may be modified by the Interim Order or and this section 4, but provided that, notwithstanding Section 185 of the Final Order OBCA, TIN Shareholders wishing to exercise Dissent Rights shall have delivered to TIN written objection to the Arrangement by 4:00 p.m. (Toronto time) at least two Business Days prior to the date of the TIN Meeting and shall otherwise comply with Sections 185 of the OBCA (the “Dissent Procedures”). If the Arrangement is concluded, a Dissenting Shareholder shall be entitled to be paid by TIN, the fair value of the TIN Shares held by such Dissenting Shareholder in respect of which such Dissenting Shareholder dissents in accordance with the ArrangementDissent Procedures, provided that the written notice of dissent from the Resolution contemplated by Section 242 of the BCBCA must be sent to and received by the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the Meeting. Company Floating Shareholders any such Dissenting Shareholder who validly exercise exercises such rights of dissent Dissent Rights and who: are : (a) is ultimately determined to be entitled to be paid fair value for its TIN Shares, shall be deemed pursuant to section 3(a)(i) hereof to have transferred its TIN Shares to TIN for cancellation, and shall not be entitled to any other payment or consideration, including any payment or consideration under the Arrangement to which such Dissenting Shares Shareholder would have been entitled had it not exercised its Dissent Rights; or (b) is for any reason ultimately not entitled to be paid the fair value for its TIN Shares, shall be deemed to have participated in respect the Arrangement as of the Effective Time on the same terms and as a non-dissenting TIN Shareholder and shall be issued only the same consideration which they a TIN Shareholder is entitled to receive under the Arrangement as if such Dissenting Shareholder would not have exercised Dissent Rights, notwithstanding anything to the contrary contained in Section 245 of the BCBCA, will be deemed to have irrevocably transferred such Dissenting Shares to the Purchaser pursuant to Section 3.2(a) of this Plan of Arrangement in consideration of such fair value, and in . In no case will the Companyshall Elementos, Canopy or the Purchaser TIN or any other Person be required to recognize such holders Dissenting Shareholders as holders of Company Floating Shares a TIN Shareholder at and after the Effective Time, and each Dissenting Company Floating Shareholder will cease to be entitled to the rights names of a Company Floating Shareholder in respect of the Company Floating Shares in relation to which such Dissenting Company Floating Shareholder has exercised Dissent Rights and Shareholders shall be removed from the securities shareholder register of the Company will be amended to reflect that such former holder is no longer the holder of such Company Floating Shares as TIN at and from the Effective Time; or are ultimately not entitled, for any reason, to be paid fair value for the Dissenting Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a Company Floating Shareholder who has not exercised Dissent Rights. In addition to any other restrictions set forth in the BCBCA, none of the following Persons shall be entitled to exercise Dissent Rights: (i) Company Floating Optionholders (with respect to any Company Floating Options); (ii) Company Floating Share Unit Holders (with respect to any Company Floating Share Units); (iii) Company Floating Warrant Holders (with respect to any Company Floating Warrants); Time and (iv) Company Floating Shareholders who vote in favour of, or who have instructed a proxyholder to vote in favour of, the Resolutioncancelled.

Rights of Dissent. Pursuant to the Interim Order, each registered Company Floating Shareholder may exercise rights of dissent (“Dissent Rights”) under Section 238 of the BCBCA and in the manner set forth in Sections 242 to 247 of the BCBCA, all as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in respect of the Arrangement, provided that the written notice of dissent from the Resolution contemplated by Section 242 of the BCBCA must be sent to and received by the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the Meeting. Company Floating Shareholders who validly exercise such rights of dissent and who: : (a) are ultimately determined to be entitled to be paid fair value for the Dissenting Shares in respect of which they have exercised Dissent Rights, notwithstanding anything to the contrary contained in Section 245 of the BCBCA, will be deemed to have irrevocably transferred such Dissenting Shares to the Purchaser pursuant to Section 3.2(a) of this Plan of Arrangement in consideration of such fair value, and in no case will the Company, Canopy or the Purchaser or any other Person be required to recognize such holders as holders of Company Floating Shares after the Effective Time, and each Dissenting Company Floating Shareholder will cease to be entitled to the rights of a Company Floating Shareholder in respect of the Company Floating Shares in relation to which such Dissenting Company Floating Shareholder has exercised Dissent Rights and the securities register of the Company will be amended to reflect that such former holder is no longer the holder of such Company Floating Shares as at and from the Effective Time; or or (b) are ultimately not entitled, for any reason, to be paid fair value for the Dissenting Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a Company Floating Shareholder who has not exercised Dissent Rights. In addition to any other restrictions set forth in the BCBCA, none of the following Persons shall be entitled to exercise Dissent Rights: (i) Company Floating Optionholders (with respect to any Company Floating Options); (ii) Company Floating Share Unit Holders (with respect to any Company Floating Share Units); (iii) Company Floating Warrant Holders (with respect to any Company Floating Warrants); and (iv) Company Floating Shareholders who vote in favour of, or who have instructed a proxyholder to vote in favour of, the Resolution.