Shareholder Approval for Exchange of Subscription Receipts. Starting at the Closing Date, for so long as the Holder beneficially owns or exercises control or direction over at least 50% of the Common Shares that it held on the Closing Date, if a Holder wishes to exchange its Subscription Receipts for Underlying Shares and such exchange requires the approval of the Shareholders under the rules of the TSX and/or NASDAQ, as applicable, or under applicable Securities Laws, the Corporation, upon receipt of a written notice from the Holder, undertakes to (i) add to the agenda of its next annual meeting of Shareholders a Shareholders’ resolution approving the issuance of the Underlying Shares, to the extent that such a request is made at least [redacted - delay] days before the anniversary date of the notice of meeting that was sent to the Shareholders in connection with the previous annual meeting of Shareholders, or (ii) convene and hold a special meeting of Shareholders to approve the issuance of the Underlying Shares, provided that such a request is made not less than [redacted - delay] days after the last annual meeting of Shareholders and not later than [redacted - delay] days after such meeting, and provided that a similar request for approval has not already been submitted to the Shareholders and rejected by them at a meeting of Shareholders held in the [redacted - delay] months preceding such request. In connection with a meeting of Shareholders to approve the issuance of the Underlying Shares in accordance with the foregoing, the Corporation undertakes to take all legal and commercially reasonable actions (including using commercially reasonable efforts to cause management and each member of the Board to vote their Common Shares and the shares of the Corporation entitled to be voted on such matter and all voting rights represented by proxies received in favour of the issuance of the Underlying Shares to the Holder) to obtain the approval of the Shareholders with respect to the issuance of the Underlying Shares to the Holder, subject, however, to the directors exercising their fiduciary duties. It is understood, however (i) that the Corporation will have the right to propose the approval of the issuance of the Underlying Shares in favour of a Holder in a resolution separate from any other resolution that the Corporation may wish to submit to the approval of the Shareholders at a meeting of the Shareholders, and (ii) that if the Shareholders vote against the issuance of the Underlying Shares in favour of the Holde...
