Common use of The Rights Offering Clause in Contracts

The Rights Offering. 2.1 In accordance with the terms and conditions of this Agreement, the Company agrees to make the Rights Offering and issue Rights to the holders of its outstanding Shares on the Record Date and Glencore agrees to exercise its Basic Subscription Right in full and has informed the Company that it has yet to determine whether or not it will exercise its Additional Subscription Privilege, and shall subscribe for the Standby Shares in accordance with the provisions of Schedule 2. 2.2 Glencore and the Company hereby acknowledge that the completion of the Rights Offering will trigger Section 4 of the Purchase Warrants which will require the exercise prices in the Purchase Warrants to be adjusted in accordance with the formulae set forth in Section 4(c) of the Purchase Warrants. 2.3 Glencore and the Company hereby acknowledge that the completion of the Rights Offering will trigger Section 12 in the Exchange Warrant which will require the exercise prices in the Exchange Warrants to be adjusted in accordance with the formulae set forth in Section 12(d) of the Exchange Warrant. 2.4 Glencore waives the provisions of paragraphs 11, 12, and 13 of the Subscription Agreement dated November 12, 2010 between the Company and Glencore (as confirmed by paragraph 13 of the Subscription Agreement dated November 30, 2011 between the Company and Glencore) with respect to the issue of the Rights Offering Securities, provided that the waiver contemplated by this Section 2.4 shall be revoked upon (x) termination of this Agreement or (y) the Company has committed a material breach of this Agreement. 2.5 The Company confirms that the application of the Rights Plan has been waived by the Board of Directors of the Company in connection with the Rights Offering and the issue of the Rights Offering Securities to Glencore.

The Rights Offering. 2.1 In accordance with the terms and conditions of this Agreement, the Company agrees to make the Rights Offering and issue Rights to the holders of its outstanding Shares on the Record Date and Glencore agrees to exercise its Basic Subscription Right in full and has informed the Company that it has yet to determine whether or not it will exercise its Additional Subscription Privilege, and shall subscribe for the Standby Shares in accordance with the provisions of Schedule 2. 2.2 Glencore and the Company hereby acknowledge that the completion of the Rights Offering will trigger trigger: (a) Section 4 13 of the 2016‑1 Purchase Warrants which will require the exercise prices price in the 2016‑1 Purchase Warrants to be adjusted in accordance with the formulae set forth in Section 4(c13(b) of the 2016‑1 Purchase Warrants; (b) Article 4 of a warrant indenture between PolyMet and Computershare Trust Company of Canada dated October 18, 2016 (the “2016 Warrant Indenture”) with regards to the 2016‑2 Purchase Warrants which will require the exercise price of the 2016‑2 Purchase Warrants to be adjusted in accordance with the formulae set forth in Section 4.1(b) of the 2016 Warrant Indenture; and (c) Section 13 of the 2019 Purchase Warrants which will require the exercise price in the 2019 Purchase Warrants to be adjusted in accordance with the formulae set forth in Section 13(b) of the 2019 Purchase Warrants. 2.3 Glencore and the Company hereby acknowledge that the completion of the Rights Offering will trigger Section 12 in the Exchange Warrant which will require the exercise prices in the Exchange Warrants Warrant to be adjusted in accordance with the formulae set forth in Section 12(d) of the Exchange Warrant. 2.4 Glencore waives the provisions of paragraphs 11, 12, and 13 of the Subscription Agreement dated November 12, 2010 between the Company and Glencore (as confirmed by paragraph 13 of the Subscription Agreement dated November 30, 2011 between the Company and Glencore) with respect to the issue of the Rights Offering Securities, provided that the waiver contemplated by this Section 2.4 shall be revoked upon the earlier of: (xa) termination of this Agreement in accordance with its terms; or (yb) the Company has having committed a material breach of this Agreement. 2.5 The Company confirms that the application of the Rights Plan has been waived by the Board of Directors of the Company in connection with the Rights Offering and the issue of the Rights Offering Securities to Glencore.