Common use of The Rights Clause in Contracts

The Rights. 2.1 Legend on Common Share Certificates 2.1.1 Certificates representing the Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the later of: (a) the Record Time; and (b) the date on which all required regulatory approvals required in respect of this Agreement have been received, but prior to the Close of Business on the earlier of: (c) the Separation Time; and (d) the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: "Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, made as of March 11, 2004 (the "Rights Agreement"), between the Corporation and Computershare Trust Company of Canada, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the registered office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain cases, they are "Beneficially Owned" by an "Acquiring Person", as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor." 2.1.2 Certificates representing Common Shares that are issued and outstanding at the later of: (a) the Record Time; and (b) the date on which all required regulatory approvals required in respect of this Agreement have been received, shall evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of: (c) the Separation Time; and (d) the Expiration Time.

The Rights. 2.1 Legend on Common Share Certificates 2.1.1 Legend. Certificates representing for the Common SharesShares or, including without limitation if a certificate has not been issued, the registration of the Common Shares issued upon on the conversion share transfer books of Convertible Securitiesthe Company, issued on or after the later of: (a) the Record Time; and (b) the date on which all required regulatory approvals required in respect of this Agreement have been received, Time but prior to the Close of Business on the earlier of: (c) the Separation Time; and (d) the Expiration Time, shall also evidence one Right for each Common Share represented thereby and the Company shall mail to every Person that acquires Common Shares after the Record Time, but prior to the Separation Time, either certificates for such Common Shares or a confirmation of the registration of such Common Shares on the share transfer books of the Company, which certificates or confirmation shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially in the following legendform: "Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, made dated as of March 11___________, 2004 ____ (as such may be amended from time to time, the "“Rights Agreement"”), between __________ (the Corporation “Company”) and Computershare Trust Company of Canada_______________________, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the registered office principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended redeemed, may become exercisable for securities or redeemedassets of the Company or securities of another entity, may be exchanged for Common Shares or other securities or assets of the Company, may expire, may become null and void (if, in certain cases, including if they are "“Beneficially Owned" ” by an "“Acquiring Person"” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or a by any transferee thereofof any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificatehereby. The Corporation Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate hereof without charge as soon as practicable after the receipt of a written request therefor." 2.1.2 . Certificates representing Common Shares that are issued and outstanding at the later of: Record Time (a) or confirmation of the Record Time; and (b) registration of the date Common Shares on which all required regulatory approvals required in the share transfer books with respect of this Agreement have been receivedto uncertificated shares), shall evidence one Right for each Common Share evidenced thereby. The Company shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Shares, notwithstanding as evidenced by the absence registration of the foregoing legendCommon Shares in the name of such Person on the share transfer books of the Company, until without charge after the earlier of: (c) the Separation Time; and (d) the Expiration Timereceipt of a written request therefor.

The Rights. 2.1 Legend on Common Share Certificates 2.1.1 (a) One Right for each Common Share shall be issued and Certificates representing the Common Shares, Shares (including without limitation Common Shares issued upon the conversion of Convertible Securities, ) issued after the later of: of (ai) the Record Time; and Time and (bii) the date on which all required regulatory approvals required in respect of this Agreement have been received, but prior to the Close of Business on the earlier of: of (ciii) the Separation Time; and Time and (div) the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: "Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, made as of March 11July 23, 2004 2007, as such agreement may from time to time be amended, restated, varied or replaced (the "Rights Agreement"), between the Corporation Southwestern Resources Corp. and Computershare Trust Company of CanadaInvestor Services Inc., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the registered office of the CorporationCorporation and is available for viewing at wxx.xxxxx.xxx. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain cases, they are "Beneficially Owned" by an "Acquiring Person", as such terms are defined in the Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor." 2.1.2 (b) Certificates representing Common Shares that are issued and outstanding at the later of: of (ai) the Record Time; and Time and (bii) the date on which all required regulatory approvals required in respect of this Agreement have been received, shall evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of: of (ciii) the Separation Time; and Time and (div) the Expiration Time.

The Rights. 2.1 Legend on 2.01 Initial Exercise Price, Exercise of Rights and Detachment of Rights (1) Subject to the provisions hereof including, without limiting the generality of the foregoing, Section 2.03, each Common Share Certificates 2.1.1 Certificates representing now or, until the Common Sharesearlier of the Separation Time and the Expiration Time, including without limitation Common Shares hereafter issued upon shall have one Right associated therewith. Subject to the conversion of Convertible Securitiesprovisions hereof and subject to adjustment as herein set forth, issued each Right shall entitle the holder thereof, after the later ofSeparation Time, to purchase one Common Share for the Exercise Price or its Canadian Dollar Equivalent. Notwithstanding any other provision of this Agreement, any Rights held by the Corporation or by any of its Subsidiaries or Beneficially Owned by an Acquiring Person shall be void. (2) Until the Separation Time: (a) no Right shall be exercisable and no Right may be exercised, (b) each Right shall be evidenced by the Record Time; certificate for the associated Common Share, and (c) each Right shall be transferable only together with, and shall be transferred by a transfer of, such associated Common Share. (3) After the Separation Time but prior to the Expiration Time the Rights: (a) may be exercised in accordance with the provisions hereof, and (b) shall be transferable independently of the date on which all required regulatory approvals required Common Shares. Promptly following the Separation Time the Corporation will prepare and the Rights Agent shall give to each holder of Common Shares of record as of the Separation Time (other than an Acquiring Person and, in respect of this Agreement have been receivedany Rights Beneficially Owned by such Acquiring Person which are not held of record by such Acquiring Person, but prior to the Close holder of Business on the earlier of:record of such Rights (a "Nominee")), (c) a certificate (a "Rights Certificate") substantially in the form annexed hereto as Schedule 1 appropriately completed, representing the number of Rights held by such holder as at the Separation TimeTime and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and (d) a disclosure statement describing the Rights. (4) Rights may be exercised on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent the Rights Certificate evidencing such Rights with an election to exercise such Rights (an "Election to Exercise") substantially in the form attached to the Rights Certificate duly completed and accompanied by payment by certified cheque or money order payable to the order of the Corporation of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (5) Upon receipt of a Rights Certificate together with a duly completed Election to Exercise and the payments provided for in Section 2.01(4), the Rights Agent (unless otherwise instructed by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) shall thereupon promptly: (a) requisition from the Corporation or its transfer agent for Common Shares, certificates for the number of Common Shares to be purchased; (b) after receipt of such Common Share certificates, remit the payments provided for in Section 2.01(4) to the Corporation and deliver the share certificates to or to the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; (c) when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares; and (d) the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed tender to them the following legend: "Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, made as of March 11, 2004 (the "Rights Agreement"), between the Corporation and Computershare Trust Company of Canada, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is all payments received on file at the registered office exercise of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void Rights. (if, in certain cases, they are "Beneficially Owned" by an "Acquiring Person", as such terms are defined in the Rights Agreement, or a transferee thereof6) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to If the holder of this certificate without charge as soon as practicable after any Rights exercises less than all the receipt of Rights evidenced by such holder's Rights Certificate, a written request therefornew Rights Certificate evidencing the remaining unexercised Rights shall be issued by the Rights Agent to such holder or to such holder's duly authorized assigns." 2.1.2 Certificates representing Common Shares that are issued and outstanding at the later of(7) The Corporation shall: (a) promptly deliver the Record Timeshare certificates requisitioned by the Rights Agent pursuant to Section 2.01(5)(a) to the Rights Agent; (b) take all such action as may be necessary and reasonably within its power to ensure that all Common Shares delivered upon the exercise of the Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non‑assessable shares; (c) take all such action as may be necessary and reasonably within its power to comply with the applicable requirements of securities laws in Canada and the United States of America in connection with the issuance and delivery of the Rights Certificates and the issuance of Common Shares upon the exercise of the Rights; (d) use reasonable efforts to cause all Common Shares issued upon the exercise of the Rights to be listed upon issuance on The Toronto Stock Exchange, the New York Stock Exchange and such other exchanges, if any, that the Corporation determines are appropriate; (e) cause to be reserved and kept available out of the authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (f) pay when due and payable any and all federal, provincial and state transfer taxes of Canada and the United States of America (except, for greater certainty, any income taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (bg) the date on which all required regulatory approvals required in respect of this Agreement have been received, shall evidence one Right for each Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of: (c) after the Separation Time; and , except as permitted by Section 5.01, not take (dor permit any Subsidiary to take) any action if at the Expiration Timetime such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

The Rights. ‌ 2.1 Issuance and Legend on Common Share CertificatesCertificates‌ 2.1.1 (a) One (1) right in respect of each Common Share outstanding at the Record Time and each Common Share that may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof. (b) Certificates representing the Common Shares, including without limitation for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities, issued after the later of:Securities or otherwise) shall evidence one (a1) the Record Time; and (b) the date on which all required regulatory approvals required in respect of this Agreement have been received, but prior to the Close of Business on the earlier of: (c) the Separation Time; and (d) the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressed onimpressed, printed onprinted, or written on thereon or otherwise affixed to them thereto a legend in substantially the following legendform: "“Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, made as of March 1118, 2004 2021 (the "“Rights Agreement"”), between Energy Fuels Inc. (the Corporation “Corporation”) and Computershare American Stock Transfer & Trust Company of CanadaCompany, LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the registered office principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain casescircumstances, they are "“Beneficially Owned" ” by a “Person” who is or becomes an "“Acquiring Person"” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof) ), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable within five days after the receipt of a written request therefor." 2.1.2 ” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. Certificates representing Common Shares that are issued and outstanding at the later of: (a) the Record Time; and (b) the date on which all required regulatory approvals required in respect of this Agreement have been received, Time shall evidence one (1) Right for each Common Share evidenced thereby, thereby notwithstanding the absence of a legend in substantially the foregoing legend, form until the earlier of: (c) of the Separation Time; and (d) Time and the Expiration Time.

The Rights. 2.1 Legend on Common Share Certificates 2.1.1 Legend. Certificates representing for the Common SharesShares or, including without limitation if a certificate has not been issued, the registration of the Common Shares issued upon on the conversion share transfer books of Convertible Securitiesthe Company, issued on or after the later of: (a) the Record Time; and (b) the date on which all required regulatory approvals required in respect of this Agreement have been received, Time but prior to the Close of Business on the earlier of: (c) the Separation Time; and (d) the Expiration Time, shall also evidence one Right for each Common Share represented thereby and the Company shall mail to every Person that acquires Common Shares after the Record Time, but prior to the Separation Time, either certificates for such Common Shares or a confirmation of the registration of such Common Shares on the share transfer books of the Company, which certificates or confirmation shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially in the following legendform: "Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, made dated as of March 11[•], 2004 2022 (as such may be amended from time to time, the "“Rights Agreement"”), between Toro Corp. (the Corporation “Company”) and Computershare Trust Company of CanadaBroadridge Corporate Issuer Solutions, Inc. (or any successor rights agent), as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the registered office principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended redeemed, may become exercisable for securities or redeemedassets of the Company or securities of another entity, may be exchanged for Common Shares or other securities or assets of the Company, may expire, may become null and void (if, in certain cases, including if they are "“Beneficially Owned" ” by an "“Acquiring Person"” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or a by any transferee thereofof any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificatehereby. The Corporation Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate hereof without charge as soon as practicable after the receipt of a written request therefor." 2.1.2 . Certificates representing Common Shares that are issued and outstanding at the later of: Record Time (a) or confirmation of the Record Time; and (b) registration of the date Common Shares on which all required regulatory approvals required in the share transfer books with respect of this Agreement have been receivedto uncertificated shares), shall evidence one Right for each Common Share evidenced thereby. The Company shall mail or arrange for the mailing of a copy of this Agreement to any Person that holds Common Shares, notwithstanding as evidenced by the absence registration of the foregoing legendCommon Shares in the name of such Person on the share transfer books of the Company, until without charge after the earlier of: (c) the Separation Time; and (d) the Expiration Timereceipt of a written request therefor.

The Rights. 2.1 Issuance and Legend on Common Share Certificates 2.1.1 (a) One (1) right in respect of each Common Share outstanding at the Record Time and each Common Share that may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof. (b) Certificates representing the Common Shares, including without limitation for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities, issued after the later of: (aSecurities or otherwise) the Record Time; and (b) the date on which all required regulatory approvals required in respect of this Agreement have been received, but prior to the Close of Business on the earlier of: (c) the Separation Time; and (d) the Expiration Time, shall also evidence one (1) Right for each Common Share represented thereby and shall have impressed onimpressed, printed onprinted, or written on thereon or otherwise affixed to them thereto a legend in substantially the following legendform: "Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, made as of March 11April 10, 2004 2024 (the "Rights Agreement"), between Energy Fuels Inc. (the Corporation "Corporation") and Computershare Equiniti Trust Company of CanadaCompany, LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the registered office principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain casescircumstances, they are "Beneficially Owned" by a "Person" who is or becomes an "Acquiring Person" or any Person acting jointly or in concert with an Acquiring Person or with an "Affiliate" or "Associate" of an "Acquiring Person", as such terms are defined in the Rights Agreement, or a transferee thereof) ), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge as soon as practicable within five days after the receipt of a written request therefor." 2.1.2 " Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. Certificates representing Common Shares that are issued and outstanding at the later of: (a) the Record Time; and (b) the date on which all required regulatory approvals required in respect of this Agreement have been received, Time shall evidence one (1) Right for each Common Share evidenced thereby, thereby notwithstanding the absence of a legend in substantially the foregoing legend, form until the earlier of: (c) of the Separation Time; and (d) Time and the Expiration Time.