Common use of Terms and Issue of Subscription Receipts Clause in Contracts

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of the holder: (i) if the Acquisition Time occurs by the Deadline, to receive, for no additional consideration, one Trust Unit plus such holder's Acquisition Payment, if any, less applicable withholding taxes; or (ii) if the Acquisition Time does not occur by the Deadline, the Acquisition is terminated at any earlier time or the Trust has advised the Underwriters or announced to the public that it does not intend to proceed with the Acquisition, to receive an amount equal to the sum of the Subscription Price and such holder's PRO RATA share of the Earned Interest, less applicable withholding taxes, all in the manner and on the terms and conditions set out in this Agreement. (b) A maximum of 6,505,600 Subscription Receipts are hereby created and authorized to be issued. (c) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the form attached hereto as SCHEDULE "A", shall bear such distinguishing letters and numbers and such legends as the Trust may, with the approval of the Subscription Receipt Agent, prescribe, and shall be issuable in any whole number denominations. (d) The Subscription Receipt Agent is hereby directed, immediately following the execution and delivery of this Agreement, to execute, issue and deliver to the Lead Underwriter, on behalf of the Underwriters, one definitive Global Subscription Receipt Certificate representing 5,997,600 Subscription Receipts registered in the name of CDS (or its nominee) and one definitive Global Subscription Receipt Certificate representing 508,000 Subscription Receipts (bearing a legend as to U.S. resale restrictions) registered in the name of CDS (or its nominee).

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of the holder: (i) if the Escrow Release Condition is satisfied and the Acquisition Time occurs by Closing is completed without the Deadlineprior occurrence of a Termination Event, to receive, for no without payment of any additional considerationconsideration or further action on the part of the holder thereof, one Trust Unit fully paid and non- assessable Common Share, plus such holder's Acquisition Payment, if any, less applicable withholding taxesthe Dividend Equivalent Payment as set forth in Section 3.2; or (ii) if the Acquisition Time does not occur by the Deadline, the Acquisition is terminated at any earlier time or the Trust has advised the Underwriters or announced to the public that it does not intend to proceed with the Acquisitiona Termination Event occurs, to receive an amount equal to the sum of the Subscription Price in respect of each Subscription Receipt held and such holder's PRO RATA ’s pro rata share of the Earned Interest, less applicable withholding taxes, all in the manner and on the terms and conditions set out in this Agreement. (b) A maximum of 6,505,600 17,105,000 Subscription Receipts are hereby created and authorized to be issuedissued at a price equal to the Subscription Price. (c) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the form attached hereto as SCHEDULE "A"Schedule “C”, shall bear such distinguishing letters and numbers and such legends as the Trust Corporation may, with the approval of the Subscription Receipt Agent, prescribeprescribe and such legends as the Corporation may prescribe to comply with applicable law, and shall be issuable in any whole number denominations. (d) The Subscription Receipt Agent is hereby directed, immediately following the execution and delivery of this Agreement, to execute, issue and deliver to the Co-Lead UnderwriterUnderwriters, on behalf of the Underwriters, one or more definitive Global Subscription Receipt Certificate Certificates representing 5,997,600 an aggregate of 17,105,000 Subscription Receipts. (e) In the event of the closing of the Over-Allotment Option, in whole or in part, prior to the Acquisition Closing, the Underwriters shall transfer to the Subscription Receipt Agent an amount equal to the number of Optioned Subscription Receipts registered acquired by the Underwriters upon such exercise of the Over-Allotment Option multiplied by the Subscription Price net of 50% of the Underwriters’ Fee payable as at the Additional Closing Time, which amount will be deposited in the name segregated account contemplated by Subsection 2.1(a) and be dealt with in accordance with the terms of this Agreement. The Corporation shall issue and shall direct the Subscription Receipt Agent, against payment of such amount, to certify and deliver to CDS (or its nominee) and , for the benefit of the Underwriters, one definitive or more Global Subscription Receipt Certificate Receipts representing 508,000 the number of Optioned Subscription Receipts (bearing a legend as to U.S. resale restrictions) registered in acquired by the name Underwriters upon the exercise of CDS (or its nominee)the Over-Allotment Option.

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of the holder: (i) if the Acquisition Time occurs by the Deadline, to receive, for no additional consideration, one Trust Unit plus such holder's Acquisition Payment, if any, less applicable withholding taxes; or (ii) if the Acquisition Time does not occur by the Deadline, the Acquisition is terminated at any earlier time or the Trust has advised the Underwriters or announced to the public that it does not intend to proceed with the Acquisition, to receive an amount equal to the sum of the Subscription Price and such holder's PRO RATA share of the Earned Interest, less applicable withholding taxes, all in the manner and on the terms and conditions set out in this Agreement. (b) A maximum of 6,505,600 15,200,000 Subscription Receipts are hereby created and authorized to be issued. (cb) The Any Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the form attached hereto as SCHEDULE "A"Schedule 2.2(b), shall bear such distinguishing letters and numbers and such legends as the Trust Corporation may, with the approval of the Subscription Receipt AgentAgent and CDS, prescribe, and shall be issuable in any whole number denominations. (dc) The Subscription Receipt Agent is hereby directed, immediately following concurrently with the execution and delivery of this Agreement, to executeAuthenticate, issue and deliver deliver, at the direction of the Corporation, to the Lead Underwriter, on behalf Investor a definitive Subscription Receipt Certificate in the form of the Underwriters, one definitive a Global Subscription Receipt Certificate representing 5,997,600 15,200,000 Subscription Receipts registered in issued pursuant to the name of CDS (or its nominee) Subscription Agreement between the Corporation and one definitive Global Subscription Receipt Certificate representing 508,000 Subscription Receipts (bearing a legend as to U.S. resale restrictions) the Investor dated February 27, 2021 registered in the name of CDS (or its nominee). (d) Upon the issue of the Subscription Receipts in accordance with Section 2.2(c), the Subscription Receipt Certificate shall have been executed by the Corporation and delivered to the Subscription Receipt Agent, Authenticated by the Subscription Receipt Agent upon the written direction provided for in Section 2.2(c) and delivered by the Subscription Receipt Agent to XxXxxxxx Xxxxxxxx LLP, for and on behalf of the Investor, without any further act of or formality on the part of the Corporation. (e) Each Subscription Receipt shall evidence: (i) (a) if the Escrow Release Conditions are satisfied and the Acquisition Closing Time occurs on or prior to the occurrence of a Termination Event, the holder’s subscription for, and the right to receive, pursuant to this Agreement and the Subscription Receipt automatically at the Acquisition Closing Time, without any further action required by such holder and without payment of additional consideration, one fully paid and non-assessable Common Share, together with a Dividend Equivalent Payment, if any, less applicable withholding taxes, as set forth in Section 3.2, or (b) if a Termination Event occurs, the right of the holder to receive an amount equal to the full Subscription Price for such Subscription Receipt, together with the Earned Interest, less applicable withholding taxes, and (ii) the holder’s ownership interest in the Escrowed Funds in accordance with the terms of this Agreement. (f) If a Termination Event occurs, the Subscription Receipt Agent shall pay the balance of the Escrowed Funds and any amounts received from the Corporation pursuant to Section 3.5 in accordance with Section 3.3. (g) For greater certainty, the Subscription Receipt Agent shall expressly not be a trustee of the Receiptholders hereunder and the terms of this Agreement shall not create or be construed as a trust for the benefit of the Receiptholders and, except as and subject to the terms provided herein, the Escrowed Funds shall be the property of the Receiptholders, and shall not form part of the property, estate, assets, undertaking, or effects of the Subscription Receipt Agent.

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of each holder to receive, without payment of additional consideration or further action on part of the holder: : (i) if upon the Acquisition Time occurs by satisfaction of the Deadline, Escrow Release Conditions and delivery of the Notice to receive, for no additional considerationSubscription Receipt Agent on or before the Termination Time, one Trust Unit plus Common Share for each Subscription Receipt held; or (ii) if a Termination Event occurs, holders of Subscription Receipts shall be entitled to receive from the Subscription Receipt Agent an amount equal to the Subscription Price attributable to the Subscription Receipts and their pro rata entitlement to the Earned Interest accrued on such holder's Acquisition Payment, if anyamount, less applicable withholding taxes; or (ii) if the Acquisition Time does not occur by the Deadline, the Acquisition is terminated at any earlier time or the Trust has advised the Underwriters or announced to the public that it does not intend to proceed with the Acquisition, to receive an amount equal to the sum of the Subscription Price and such holder's PRO RATA share of the Earned Interest, less applicable withholding taxes, all in the manner and on the terms and conditions set out in this Agreement. (b) A maximum of 6,505,600 5,880,681 Subscription Receipts are hereby created and authorized to be issued. (c) The Subscription Receipt Certificates (including all replacements Receipts may be issued in accordance with this Agreement) both certificated and uncertificated form. Certificates representing the Subscription Receipts shall be substantially in the form attached hereto as SCHEDULE "Schedule “A"”, shall bear such distinguishing letters and numbers and such legends as the Trust mayCorporation, with the approval of the Subscription Receipt Agent, prescribe, Agent may prescribe and shall be issuable in any whole number denominations. Uncertificated Subscription Receipts shall be issued in electronic form and held under a CUSIP/ISIN number. (d) The Subscription Receipt Agent is hereby directed, immediately following the execution and delivery of this Agreement, to execute, issue and deliver to the Lead UnderwriterAgents, on behalf or deposit at the direction of the UnderwritersCorporation, one definitive Global Subscription Receipt Certificate representing 5,997,600 5,586,998 Subscription Receipts registered in the name of “CDS (or its nominee) and one definitive Global Subscription Receipt Certificate representing 508,000 Subscription Receipts (& Co” NCI Account bearing a legend as to U.S. resale restrictions) registered in the name of CDS (or its nominee)CUSIP/ISIN: 000000000/CA6744821126, 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX, X0X 0X0.

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of each holder to receive, without payment of additional consideration or further action on part of the holder: : (i) if the Acquisition Time occurs by Escrow Release Condition is satisfied and the Deadline, Disposition Notice and the Irrevocable Direction are delivered to receive, for no additional considerationthe Subscription Receipt Agent prior to the Termination Time, one Trust Unit plus fully paid and non-assessable Common Share; or (ii) if, the Termination Time occurs, an amount per Subscription Receipt equal to the Subscription Price, together with such holder's Acquisition Payment, if anypro rata share of any Earned Interest thereon (without regard to the date of issue of such Subscription Receipts), less any applicable withholding taxes; or (ii) if the Acquisition Time does not occur by the Deadline, the Acquisition is terminated at any earlier time or the Trust has advised the Underwriters or announced to the public that it does not intend to proceed with the Acquisition, to receive an amount equal to the sum of the Subscription Price and such holder's PRO RATA share of the Earned Interest, less applicable withholding taxes, all in the manner and on the terms and conditions set out in this Agreement. (b) A maximum of 6,505,600 28,750,000 Subscription Receipts (comprised of 25,000,000 Offered Subscription Receipts and 3,750,000 Over-Allotment Subscription Receipts) are hereby created and authorized to be issued. (c) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the form attached hereto as SCHEDULE "A", shall bear such distinguishing letters and numbers and such legends as the Trust may, with the approval of the Subscription Receipt Agent, prescribe, and shall be issuable in any whole number denominations. (d) The Subscription Receipt Agent is hereby directed, immediately following the execution and delivery of this Agreement, to execute, issue and deliver to NBF, or deposit at the Lead Underwriterdirection of NBF, on behalf of the Underwriters 25,000,000 Uncertificated Subscription Receipts registered in the name of "CDS & Co" NCI Account bearing ISIN CA0783141199 / CUSIP 000000000, 20 Xxx Xxxxxxxxx, X.X. Xxx 0000 Stn. A, Txxxxxx, Xxxxxxx, X0X 0X0. (d) Upon any exercise of the Over-Allotment Option, NBF, on behalf of the Underwriters, one definitive Global shall deliver to the Subscription Receipt Certificate representing 5,997,600 Agent an amount equal to $1.20 per Over-Allotment Subscription Receipt to be issued and sold pursuant to such exercise of the Over-Allotment Option by wire transfer, certified cheque or bank draft (or such other form of payment that is acceptable to the Corporation and the Subscription Receipt Agent, acting reasonably) and the Corporation shall deliver a direction to the Subscription Receipt Agent to issue and deliver the Over-Allotment Subscription Receipts registered in to be sold pursuant to such exercise of the name Over-Allotment Option. The Corporation and NBF, on behalf of CDS (or its nominee) and one definitive Global the Underwriters, irrevocably direct the Subscription Receipt Certificate representing 508,000 Subscription Receipts (bearing a legend as Agent to U.S. resale restrictions) registered retain any amounts received pursuant to any exercise of the Over-Allotment Option in accordance with the name terms of CDS (or its nominee)this Agreement pending payment of such amount in accordance with the terms of this Agreement.

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of the holder: (i) if the Acquisition Time occurs by prior to the Deadline, to receive, for no additional considerationconsideration and without further action, one Trust Unit fully paid and non-assessable Common Share, plus such holder's Acquisition Payment, if any, less applicable withholding taxespayments made pursuant to Section 3.2; or (ii) if the Acquisition Time does not occur by the Deadline, the Acquisition is terminated at any earlier time or the Trust has advised the Underwriters or announced to the public that it does not intend to proceed with the Acquisitiona Termination Event occurs, to receive an amount equal to the sum of the Subscription Price in respect of each Subscription Receipt held and such holder's PRO RATA ’s pro rata share of the Earned Interest, less applicable withholding taxes, all in the manner and on the terms and conditions set out in this Agreement. (b) A maximum of 6,505,600 ● Subscription Receipts are hereby created and authorized to be issuedissued at a price equal to the Subscription Price. (c) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be in the form of one or more Global Subscription Receipt registered in the name of CDS substantially in the form attached hereto as SCHEDULE "A"Schedule 1.1(oo), shall bear such distinguishing letters and numbers and such legends as the Trust Corporation may, with the approval of the Subscription Receipt Agent, Agent and CDS prescribe, and shall be issuable in any whole number denominations. (d) Such Subscription Receipt Certificates representing Subscription Receipts offered and sold to purchasers in the Offering in the United States shall be substantially in the form attached hereto as Schedule 1.1(oo), with such modifications as may be necessary to include the legend required under Section 2.15. (e) The Subscription Receipt Agent is hereby directed, immediately following the execution and delivery of this Agreement, to execute, issue and deliver to the Lead Underwriter, on behalf of the Underwriters, one or more definitive Global Subscription Receipt Certificate Certificates representing 5,997,600 an aggregate of ● Subscription Receipts. (f) In the event of the closing of the exercise of the Over-Allotment Option, in whole or in part, prior to the Acquisition Time, the Underwriters shall transfer to the Subscription Receipt Agent an amount equal to the number of Optioned Subscription Receipts registered acquired by the Underwriters upon such exercise of the Over-Allotment Option multiplied by the Subscription Price, which amount will be deposited in the name segregated account contemplated by Subsection 2.1(a) and be dealt with in accordance with the terms of this Agreement. The Corporation shall: (i) issue and shall direct the Subscription Receipt Agent, against payment of such amount, to certify and deliver to CDS (or its nominee) and , for the benefit of the Underwriters, one definitive or more Global Subscription Receipt Certificate Receipts representing 508,000 the number of Optioned Subscription Receipts acquired by the Underwriters upon the exercise of the Over-Allotment Option; and (bearing ii) pay or cause to be paid to the Lead Underwriter, on behalf of the Underwriters, an amount equal to one-half of the Underwriters’ Fee payable by the Corporation as a legend as to U.S. resale restrictions) registered in result of the name exercise of CDS (or its nominee)the Over-Allotment Option.

Terms and Issue of Subscription Receipts. (a) Each Subscription Receipt shall evidence the right of the holder: (i) if the Acquisition Time occurs by the Deadline, to receive, for no additional consideration, one Trust Unit plus such holder's Acquisition Payment, if any, less applicable withholding taxes; or (ii) if the Acquisition Time does not occur by the Deadline, the Acquisition is terminated at any earlier time or the Trust has advised the Underwriters or announced to the public that it does not intend to proceed with the Acquisition, to receive an amount equal to the sum of the Subscription Price and such holder's PRO RATA share of the Earned Interest, less applicable withholding taxes, all in the manner and on the terms and conditions set out in this Agreement. (b) A maximum of 6,505,600 9,272,000 Subscription Receipts are hereby created and authorized to be issued. (cb) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the form attached hereto as SCHEDULE "A"Schedule 2.2(b), shall bear such distinguishing letters and numbers and such legends as the Trust Corporation may, with the approval of the Subscription Receipt AgentAgent and CDS, prescribe, and shall be issuable in any whole number denominations. (dc) The Subscription Receipt Agent is hereby directed, immediately following concurrently with the execution and delivery of this Agreement, to executeAuthenticate, issue and deliver deliver, at the direction of the Corporation, to the Lead UnderwriterCIBC World Markets Inc., on behalf of the Underwriters, pursuant to the Underwriting Agreement, one or more definitive Subscription Receipt Certificates in the form of a Global Subscription Receipt Certificate representing 5,997,600 9,272,000 Subscription Receipts registered issued in connection with the name of CDS (or its nominee) and one definitive Global Subscription Receipt Certificate representing 508,000 Subscription Receipts (bearing a legend as to U.S. resale restrictions) Bought Deal Offering registered in the name of CDS (or its nominee). (d) Upon the issue of the Subscription Receipts in accordance with Section 2.2(c), Subscription Receipt Certificates shall have been executed by the Corporation and delivered to the Subscription Receipt Agent, Authenticated by the Subscription Receipt Agent upon the written direction provided for in Section 2.2(c) and delivered by the Subscription Receipt Agent to CIBC World Markets Inc., for and on behalf of the Underwriters, without any further act of or formality on the part of the Corporation. (e) Each Subscription Receipt shall evidence: (i) (a) if the Acquisition Closing Time occurs prior to the occurrence of a Termination Event, subject to Section 5.8(b), the holder’s subscription for, and the right to receive, pursuant to this Agreement and the Subscription Receipt automatically at the Acquisition Closing Time, without any further action required by such holder and without payment of additional consideration, one fully paid and non-assessable Common Share, together with a Dividend Equivalent Payment, if any, less applicable withholding taxes, as set forth in Section 3.2, or (b) if a Termination Event occurs prior to the Acquisition Closing Time, the right of the holder to receive an amount equal to the full Subscription Price for such Subscription Receipt, together with such holder’s pro rata portion of the aggregate of any Earned Interest, less applicable withholding taxes, in lieu of the right to receive such Common Share, and (ii) the holder’s ownership interest in the Escrowed Funds in accordance with the terms of this Agreement. (f) If the Acquisition Closing Time occurs prior to the occurrence of a Termination Event, an amount equal to the Escrowed Underwriters’ Fee shall be released to the Corporation and the Corporation hereby directs the Subscription Receipt Agent in writing to pay, and the Subscription Receipt Agent shall pay such amount, on behalf of the Corporation, from the Escrowed Funds to CIBC World Markets Inc., on behalf of the Underwriters, and the Joint Bookrunners, on behalf of the Underwriters, shall acknowledge in writing to the Corporation satisfaction by the Corporation of its obligation to pay the Escrowed Underwriters’ Fee to the Underwriters pursuant to the Underwriting Agreement, and the remaining balance of the Escrowed Funds (including any remaining Earned Interest), shall be paid as provided in this Agreement. (g) If a Termination Event occurs, the Subscription Receipt Agent shall pay the balance of the Escrowed Funds and any amounts received from the Corporation pursuant to Section 3.6 in accordance with Section 3.3. (h) For greater certainty, the Subscription Receipt Agent shall expressly not be a trustee of the Receiptholders hereunder and the terms of this Agreement shall not create or be construed as a trust for the benefit of the Receiptholders and, except as and subject to the terms provided herein, the Escrowed Funds shall be the property of the Receiptholders, and shall not form part of the property, estate, assets, undertaking, or effects of the Subscription Receipt Agent.