Common use of Top-Up Right Clause in Contracts

Top-Up Right. (a) Without limiting Section 3.2, the Company agrees that, subject to the terms of this Section 3.3 and to Sections 3.7 and 5.1(a), provided that the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has the right (the “Top-up Right”) to subscribe for and to be issued in connection with the issuance of Top-up Securities (a “Dilutive Issuance”) up to such number of Common Shares (the “Top-up Shares”) that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares, after giving effect to such Dilutive Issuances referenced in the Top-up Notice (as defined below), that is the same as the percentage ownership interest that it would have had but for the Dilutive Issuances referenced in the Top-up Notice (subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Top-up Right shall not exceed the percentage limitation imposed by such section). (b) The Top-up Right shall be exercisable from time to time following Dilutive Issuances that result in the reduction of the percentage ownership interest of the Investor by 1.0%, in the aggregate (the “Top-up Threshold”) based on the most recently available information to the Company as to the Investor’s percentage ownership interest. (c) Subject to Section 3.3(d), within 10 Business Days of the date on which a Top-up Threshold is achieved, the Company shall deliver a written notice (a “Top-up Notice”) to the Investor notifying the Investor that its Top-up Right has become exercisable and setting out the number of Common Shares issued pursuant to, and the total number of issued and outstanding Common Shares following, such Dilutive Issuances from the end of the last period in respect of which a Top-up Notice was delivered (or, in respect of the first Top-up Notice, (i) during the period beginning July 5, 2020 and ending November 5, 2020 in respect of Convertible Securities issued during that period and (ii) from the date hereof, in the aggregate). (d) Notwithstanding Section 3.3(a), Section 3.3(b) or Section 3.3(c), if a Top-up Threshold is achieved, or is likely to be achieved, as determined by the Company acting reasonably, prior to the date on which a record date for a meeting of Shareholders is to be set, prior to setting a record date for a meeting of Shareholders, the Company shall deliver a Top-up Notice to the Investor and, if the Investor delivers an Exercise Notice in accordance with Section 3.4 in response to a Top-up Notice delivered pursuant to this Section 3.3(d), the Company shall in accordance with the provisions of this ARTICLE 3, promptly, and in any event prior to declaring the record date for such Shareholder meeting, complete a Top-up Offering to the Investor.

Top-Up Right. (a) i. Without limiting Section 3.23.1, the Company agrees that, for so long as the Ownership Percentage is at least 10% (provided that if the Ownership Percentage drops below 10% due to any Dilutive Issuance, the Ownership Percentage will be deemed not to be below the 10% threshold for purposes of this Section 3.2(a) prior to the expiry of the Investor’s right to exercise any applicable Top-Up Right in respect of such Dilutive Issuance), subject to the terms of this Section 3.3 and to Sections 3.7 and 5.1(a), provided that 3.2: 1. the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has have the right (the “Top-up Right”) to subscribe for and to be issued in connection with the issuance of Top-up Securities Shares pursuant to an Exempt Distribution (a “"Dilutive Issuance”") up to such number of Common Shares (the “"Top-up Shares”") that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares, have an Ownership Percentage after giving effect to such the Dilutive Issuances referenced in the Top-up Notice (as defined below), that is ) and the same issuance of such Top-up Shares as the percentage ownership interest that it would have had but for the without giving effect to such Dilutive Issuances referenced in (such right, the “Top-up Notice (subject to Right”); and 2. the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Top-up Right shall not exceed the percentage limitation imposed by such section). (b) The Top-up Right shall be exercisable from time to at any time following one or more Dilutive Issuances that result resulting in the reduction of the percentage ownership interest of the Investor Ownership Percentage by 1.0%, % or more in the aggregate (the “Top-up Up Threshold”) based on the most recently available information to the Company as to the Investor’s percentage ownership interest). (c) Subject to Section 3.3(d), within ii. Within 10 Business Days of the date on which a one or more Dilutive Issuances occurs resulting in the Top-up Up Threshold is achievedbeing exceeded, the Company shall deliver a written notice (a “"Top-up Notice”") to the Investor notifying the Investor that its the Top-up Right Threshold has become exercisable been exceeded and setting out out: (i) the aggregate number of Common Shares issued pursuant toin such Dilutive Issuances, and (ii) the total number of issued and outstanding Common Shares following, following such Dilutive Issuances from Issuances; and (iii) the end total number of Top-Up Shares that the last period in respect of which a Investor is permitted to subscribe for pursuant to the Top-Up Right. iii. If the Investor wishes to exercise its Top-up Notice was delivered (or, in respect Right after receipt of the first a Top-up Notice, the Investor shall deliver a written notice to the Company (i) during the period beginning July 5, 2020 and ending November 5, 2020 in respect of Convertible Securities issued during that period and (ii) from the date hereof, in the aggregate). (d) Notwithstanding Section 3.3(a), Section 3.3(b) or Section 3.3(c), if a “Top-up Threshold Exercise Notice”) of its intention to exercise such Top-up Right and of the number of Shares that the Investor wishes to purchase, within three Business Days after the date upon which the Top-up Notice is achieved, or is likely to be achieved, as determined received by the Company acting reasonably, prior Investor (the “Top-Up Notice Period”). If the Investor fails to the date on which a record date for a meeting of Shareholders is to be set, prior to setting a record date for a meeting of Shareholders, the Company shall deliver a Top-up Up Exercise Notice to within the Top-Up Notice Period, then the Top-Up Right of the Investor andin respect of the Dilutive Issuances referenced in the Top-Up Notice is extinguished. Any Top-Up Exercise Notice delivered by the Investor shall set forth the aggregate number of each class of securities of the Company beneficially owned, if or over which the Investor and any Affiliates thereof exercise control or direction (or any combination thereof), directly or indirectly, as of the date of such Top-Up Exercise Notice. iv. If the Investor delivers an such Top-up Exercise Notice in accordance with Section 3.4 in response 3.2(c), then, subject to a Top-up Notice delivered pursuant compliance with applicable Laws and the receipt of all required regulatory and other approvals (including the approvals of each stock exchange on which the Shares are then listed) on terms and conditions satisfactory to this Section 3.3(dthe Company, acting reasonably, which approvals the Company shall use commercially reasonable efforts to obtain (other than any shareholder approvals which the Company shall not under any circumstances be required or obliged to obtain), the Company shall in accordance with the provisions of this ARTICLE 3, promptly, and in any event prior to declaring within 30 days of the record date for such Shareholder meeting, complete a on which the relevant Top-up Offering Exercise Notice was delivered to the InvestorCompany, issue to the Investor against payment of a subscription price per Top-Up Share equal to the Market Price calculated as at the date of the Top-Up Exercise Notice, the number of Top-up Shares that the Investor wishes to subscribe for pursuant to the Top-up Right, as specified in the Top-up Exercise Notice. v. If the Investor is restricted from trading in securities of the Company pursuant to Applicable Securities Laws or the Company’s xxxxxxx xxxxxxx policy for the duration of any Top-Up Notice Period, the relevant exercise period shall be extended until the second Business Day following the termination of such restriction.

Top-Up Right. (a) Without limiting Section 3.23.1 but subject to Section 3.5, the Company Issuer agrees that, subject to the terms of this Section 3.3 and to Sections 3.7 and 5.1(a)3.2, provided that the Investor owns at least 10% of meets the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants Minimum Threshold: (i) the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has have the right (the “Top-up Right”) to subscribe for and to be issued in connection with the issuance of Top-up Securities Common Shares pursuant to an Exempt Issuance (a “Dilutive Issuance”) up to such number of Common Shares (the “Top-up Shares”) that will allow the Investor to maintain a percentage ownership interest in have an Initial As- Exchanged Ownership of the issued and outstanding Common Shares, Investor after giving effect to such the Dilutive Issuances referenced in the Top-up Notice (as defined below), that is ) and the same issuance of such Top-up Shares as the percentage ownership interest that it would have had but for the without giving effect to such Dilutive Issuances referenced in the Top-up Notice (subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Top-up Right shall not exceed the percentage limitation imposed by such section).Issuances; and (bii) The the Top-up Right shall be exercisable from time to time following at any time. (b) Within 10 Business Days of the date on which one or more Dilutive Issuances that result occurs resulting in the reduction Investor holding less than 49.1% of the percentage ownership interest of the Investor by 1.0%, in the aggregate Common Shares on a Fully-diluted Basis (the “Top-up Threshold”) based on the most recently available information to the Company as to the Investor’s percentage ownership interest. (c) Subject to Section 3.3(d), within 10 Business Days of the date on which a Top-up Threshold is achieved, the Company Issuer shall deliver a written notice (a “Top-up Notice”) to the Investor notifying the Investor that its the Top-up Right Threshold has become exercisable been exceeded and setting out the aggregate number of Common Shares issued pursuant toin such Dilutive Issuances, and the total number of issued and outstanding Common Shares following, following such Dilutive Issuances from since the later of the date hereof and the end of the last period in respect of which a Top-up Notice was delivered (or, in respect of the first Top-up Notice, (i) during the period beginning July 5, 2020 and ending November 5, 2020 in respect of Convertible Securities issued during that period and (ii) from the date hereof, in the aggregate)delivered. (dc) Notwithstanding Section 3.3(a), Section 3.3(b) or Section 3.3(c), if a Top-up Threshold is achieved, or is likely to be achieved, as determined by the Company acting reasonably, prior to the date on which a record date for a meeting of Shareholders is to be set, prior to setting a record date for a meeting of Shareholders, the Company shall deliver a Top-up Notice to the Investor and, if If the Investor delivers an Exercise Notice in accordance with Section 3.4 in response 3.3, subject to a Top-up Notice delivered pursuant to this Section 3.3(d)compliance with applicable Laws, the Company Issuer shall in accordance with the provisions of this ARTICLE Article 3, promptly, and in any event prior to declaring within 30 days of the record date for such Shareholder meetingon which the relevant Exercise Notice was delivered, complete an offering to the Investor of the number of Top-up Shares that the Investor wishes to subscribe for pursuant to the Top-up Right, as specified in the Exercise Notice, at an offering price per Top-up Share equal to the Market Price calculated as at the date on which the Exercise Notice is delivered (each, a “Top- up Offering”). In connection with the valid exercise of the Top-up Right, the Investor shall also be entitled to receive such number of additional Series A Warrants, Series B Warrants and Series C Warrants (the “Top-up Warrants”) such that (i) the Series A As-Exchanged Ownership of the Investor immediately following the completion of the Top-up Offering (including the issuance of the Top-up Warrants) shall equal the Series A Threshold, (ii) the Series B As- Exchanged Ownership of the Investor immediately following to the Investorcompletion of the Top-up Offering (including the issuance of the Top-up Warrants) shall equal the Series B Threshold, and (iii) the Series C As-Exchanged Ownership of the Investor immediately following to the completion of the Top-up Offering (including the issuance of the Top-up Warrants) shall equal the Series C Threshold.

Top-Up Right. (a) Without limiting Subject to Section 3.22.8, if as a result of the issuance of Common Shares pursuant to one or more Excluded Issuances, the Company agrees that, subject to the terms GF Group’s Pro Rata Percentage in Xxxxxxx decreases by an aggregate of this Section 3.3 and to Sections 3.7 and 5.1(a), provided that the Investor owns at least 101% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has the right more (the “Top-up RightDilution Trigger”) ), GF Canco shall have the right to subscribe for and to be issued in connection with (or to designate another member of the issuance of Top-up Securities (a “Dilutive Issuance”GF Group to subscribe for and to be issued) up to such number of Common Shares as will enable the GF Group to increase its holdings in Common Shares to the Pro Rata Percentage it had prior to such Excluded Issuances (the “Top-up SharesUp Right”) ). Xxxxxxx shall provide written notice to GF Canco on January 1 and July 1 of each calendar year of any Excluded Issuances that will allow the Investor to maintain a percentage ownership interest have occurred in the issued and outstanding Common Shares, after giving effect to such Dilutive Issuances referenced in the Top-up Notice (as defined below), that is the same as the percentage ownership interest that it would have had but for the Dilutive Issuances referenced in the Top-up Notice (subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Top-up Right shall not exceed the percentage limitation imposed by such section). (b) The Top-up Right shall be exercisable from time to time following Dilutive Issuances that result in the reduction of the percentage ownership interest of the Investor by 1.0%, in the aggregate preceding period (the “Top-up ThresholdUp Notice”). Upon receipt of the Top-Up Notice, if the Dilution Trigger has been met, GF Canco may at its sole discretion exercise the Top-Up Right by giving notice to Xxxxxxx within ten (10) based on the most recently available information to the Company as to the Investor’s percentage ownership interest. (c) Subject to Section 3.3(d), within 10 Business Days of the date on which a Top-that it will subscribe for up Threshold is achieved, the Company shall deliver a written notice (a “Top-up Notice”) to the Investor notifying the Investor that its Top-up Right has become exercisable and setting out the such number of Common Shares issued pursuant to, and as will enable the total number of issued and outstanding GF Group to increase its holdings in Common Shares following, such Dilutive to the Pro Rata Percentage it had prior to the Excluded Issuances. The Dilution Trigger shall be calculated by aggregating all Excluded Issuances from that occurred: (i) in the end of the last period in respect of which a Top-up Notice was delivered (or, in respect case of the first Top-up Up Notice, (i) during the period beginning July 5, 2020 between the Effective Date and ending November 5, 2020 in respect of Convertible Securities issued during that period the date immediately prior to the first Top-Up Notice; and (ii) from the date hereof, in the aggregate). (d) Notwithstanding Section 3.3(a), Section 3.3(b) or Section 3.3(c), if a case of subsequent Top-up Threshold is achievedUp Notices, or is likely to be achieved, as determined by during the Company acting reasonably, six month period immediately prior to the date on which a record date for a meeting of Shareholders is to be set, prior to setting a record date for a meeting of Shareholders, the Company shall deliver a Top-up Up Notice, provided that if any Top-Up Notice to in respect of a prior period disclosed Excluded Issuances but the Investor andDilution Trigger was not met in such prior period, if then all such Excluded Issuances shall be again disclosed in the Investor next subsequent Top-Up Notice, and so on for successive periods until the Dilution Trigger is met by the aggregate Excluded Issuances over such combined periods. If GF Canco delivers an Exercise Notice exercise notice in accordance with Section 3.4 in response to a Top-up Notice delivered pursuant to this Section 3.3(d)2.2, the Company Xxxxxxx shall in accordance with the provisions of this ARTICLE 3, promptly, and in any event prior within 10 Business Days (which shall be extended to declaring 60 calendar days in the record event that Xxxxxxx shareholder approval is required) following the date for on which such Shareholder meetingexercise notice was delivered, complete a issue to GF Canco (or another member of the GF Group), by way of private placement, the number of Common Shares indicated in such exercise notice pursuant to the Top-up Offering Up Right, at a price per Common Share equal to the Investorvolume weighted average price of the Common Shares on the NYSE American for the five (5) trading days immediately preceding the date of the Top-Up Notice. Closing will be subject to the receipt and continued effectiveness of all required approvals (including the approval(s) of the stock exchange(s) on which the Common Shares are listed, any required approvals under Canadian Securities Laws and any required shareholder approval), which approvals Xxxxxxx shall use commercially reasonable efforts to promptly obtain (which shall include promptly convening a meeting of Xxxxxxx’x shareholders to approve, and publicly recommending to Xxxxxxx’x shareholders that they approve, such issuance). The Top-Up Right shall not apply to: (a) a rights offering that is available to all shareholders of Xxxxxxx; (b) any share split, consolidation, capital reorganization or share dividend; or (c) an Equity Financing in respect of which the Pre-Emptive Right is available to GF Canco.

Top-Up Right. (a) Without limiting Section 3.24.2, the Company Corporation agrees that, subject to the terms of this Section 3.3 and to Sections 3.7 and 5.1(a), provided that the an Investor owns has an Ownership Percentage of at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants the %: (i) such Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 Article 4 shall apply mutatis mutandis) has the right (the “Top-up Right”) to subscribe for and to be issued in connection with the issuance of Top-up Common Shares on the conversion, exercise or exchange of Existing Convertible Securities (a “Dilutive IssuanceConversion”) up to such number of Common Shares (the “Top-up Shares”) that will allow the such Investor to maintain a percentage ownership interest in the issued and outstanding Common Sharesan Ownership Percentage, after giving effect to such Dilutive Issuances Conversions referenced in the Top-up Notice (as defined below), that is the same as the percentage ownership interest Ownership Percentage that it would have had but for the Dilutive Issuances Conversions referenced in the Top-up Notice (subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Top-up Right shall not exceed the percentage limitation imposed by such section).Notice; and (bii) The the Top-up Right shall be exercisable from time to time following Dilutive Issuances that result in Conversions having a cumulative exercise price of at least $250,000 (whether such exercise price is being satisfied through cash payment to the reduction Corporation of an exercise price, on a “cashless” basis, or upon the conversion of debt of the percentage ownership interest of the Investor by 1.0%Corporation to Common Shares, in the aggregate or otherwise) (the “Top-up Threshold”) based on the most recently available information to the Company as to the Investor’s percentage ownership interest). (cb) Subject to Section 3.3(d4.3(d) and 4.5(d), within 10 five Business Days of the date on which a one or more Dilutive Conversions occurs resulting in the Top-up Threshold is being achieved, the Company Corporation shall deliver a written notice (a “Top-up Notice”) to the applicable Investor notifying the such Investor that its Top-up Right has become exercisable and setting out the number of Existing Convertible Securities converted, exercised or exchanged into Common Shares issued pursuant toShares, and the total number of issued and outstanding Common Shares following, following such Dilutive Issuances Conversions and any other conversions, exercises and exchanges of Convertible Securities from the end of the last period in respect of which a Top-up Notice was delivered delivered. (orc) Subject to Sections 4.5(d) and 4.5(e), if the applicable Investor delivers an Exercise Notice in respect accordance with Section 4.4, the Corporation shall in accordance with the provisions of this Article 4, promptly, and in any event within 10 Business Days of the first date on which the relevant Exercise Notice was delivered, complete an offering to such Investor of the number of Top-up Shares that such Investor wishes to subscribe for pursuant to the Top-up Right, as specified in the Exercise Notice, at an offering price per Top-up Share determined pursuant to Section 4.6(b) (i) during the period beginning July 5each, 2020 and ending November 5, 2020 in respect of Convertible Securities issued during that period and (ii) from the date hereof, in the aggregatea “Top-up Offering”). (d) Notwithstanding Section 3.3(aSections 4.3(a), Section 3.3(b4.3(b) or Section 3.3(c4.3(c), if a Top-up Threshold is achieved, or is likely to be achieved, as determined by the Company Corporation, acting reasonably, to be likely to occur prior to the date on which a record date for a meeting of Shareholders is to be set, prior to setting a record date for a meeting of Shareholders, the Company shall deliver a Top-up Notice shall be delivered to the applicable Investor and, if at least 20 Business Days prior to such record date or such shorter period prior to such record date as may be agreed in writing between the Investor and the Corporation upon confirmation by the Corporation that it has all necessary authorizations and approvals to complete the Top-up Offering within such shortened period. If the relevant Investor delivers an Exercise Notice in accordance with Section 3.4 4.4, or during such shortened Notice Period as may have been agreed between the Corporation and the Investor pursuant to this Section 4.3(d), in response to a Top-up Notice delivered pursuant to this Section 3.3(d4.3(d), the Company Corporation shall in accordance with the provisions of this ARTICLE 3Article 4, promptly, and in any event prior to declaring the record date for such Shareholder meeting, complete a Top-up Offering to the such Investor.

Top-Up Right. (a) Without limiting Section 3.23.1, the Company agrees that, for so long as the Ownership Percentage is at least 10% (provided that if the Ownership Percentage drops below 10% due to any Dilutive Issuance, the Ownership Percentage will be deemed not to be below the 10% threshold for purposes of this Section 3.2(a) prior to the expiry of the Investor’s right to exercise any applicable Top-Up Right in respect of such Dilutive Issuance), subject to the terms of this Section 3.3 and to Sections 3.7 and 5.1(a), provided that 3.2: (i) the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has have the right (the “Top-up Right”) to subscribe for and to be issued in connection with the issuance of Top-up Securities Shares pursuant to an Exempt Distribution (a “"Dilutive Issuance”") up to such number of Common Shares (the “"Top-up Shares”") that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares, have an Ownership Percentage after giving effect to such the Dilutive Issuances referenced in the Top-up Notice (as defined below), that is ) and the same issuance of such Top-up Shares as the percentage ownership interest that it would have had but for the without giving effect to such Dilutive Issuances referenced in (such right, the “Top-up Notice (subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Top-up Right shall not exceed the percentage limitation imposed by such sectionRight”).; and (bii) The the Top-up Right shall be exercisable from time to at any time following one or more Dilutive Issuances that result resulting in the reduction of the percentage ownership interest of the Investor Ownership Percentage by 1.0%, % or more in the aggregate (the “Top-up Up Threshold”) based on the most recently available information to the Company as to the Investor’s percentage ownership interest). (cb) Subject to Section 3.3(d), within Within 10 Business Days of the date on which a one or more Dilutive Issuances occurs resulting in the Top-up Up Threshold is achievedbeing exceeded, the Company shall deliver a written notice (a “"Top-up Notice”") to the Investor notifying the Investor that its the Top-up Right Threshold has become exercisable been exceeded and setting out out: (i) the aggregate number of Common Shares issued pursuant toin such Dilutive Issuances, and (ii) the total number of issued and outstanding Common Shares following, following such Dilutive Issuances from Issuances; and (iii) the end total number of Top-Up Shares that the last period in respect of which a Investor is permitted to subscribe for pursuant to the Top-Up Right. (c) If the Investor wishes to exercise its Top-up Notice was delivered (or, in respect Right after receipt of the first a Top-up Notice, the Investor shall deliver a written notice to the Company (ia “Top-up Exercise Notice”) during of its intention to exercise such Top-up Right and of the period beginning July 5number of Shares that the Investor wishes to purchase, 2020 and ending November 5within three Business Days after the date upon which the Top-up Notice is received by the Investor (the “Top-Up Notice Period”). If the Investor fails to deliver a Top-Up Exercise Notice within the Top-Up Notice Period, 2020 then the Top-Up Right of the Investor in respect of Convertible Securities issued during that period the Dilutive Issuances referenced in the Top-Up Notice is extinguished. Any Top-Up Exercise Notice delivered by the Investor shall set forth the aggregate number of each class of securities of the Company beneficially owned, or over which the Investor and any Affiliates thereof exercise control or direction (ii) from or any combination thereof), directly or indirectly, as of the date hereof, in the aggregate)of such Top-Up Exercise Notice. (d) Notwithstanding Section 3.3(a), Section 3.3(b) or Section 3.3(c), if a If the Investor delivers such Top-up Threshold is achieved, or is likely to be achieved, as determined by the Company acting reasonably, prior to the date on which a record date for a meeting of Shareholders is to be set, prior to setting a record date for a meeting of Shareholders, the Company shall deliver a Top-up Notice to the Investor and, if the Investor delivers an Exercise Notice in accordance with Section 3.4 in response 3.2(c), then, subject to a Top-up Notice delivered pursuant compliance with applicable Laws and the receipt of all required regulatory and other approvals (including the approvals of each stock exchange on which the Shares are then listed) on terms and conditions satisfactory to this Section 3.3(dthe Company, acting reasonably, which approvals the Company shall use commercially reasonable efforts to obtain (other than any shareholder approvals which the Company shall not under any circumstances be required or obliged to obtain), the Company shall in accordance with the provisions of this ARTICLE 3, promptly, and in any event prior to declaring within 30 days of the record date for such Shareholder meeting, complete a on which the relevant Top-up Offering Exercise Notice was delivered to the InvestorCompany, issue to the Investor against payment of a subscription price per Top-Up Share equal to the Market Price calculated as at the date of the Top-Up Exercise Notice, the number of Top-up Shares that the Investor wishes to subscribe for pursuant to the Top-up Right, as specified in the Top-up Exercise Notice. (e) If the Investor is restricted from trading in securities of the Company pursuant to Applicable Securities Laws or the Company’s xxxxxxx xxxxxxx policy for the duration of any Top-Up Notice Period, the relevant exercise period shall be extended until the second Business Day following the termination of such restriction.

Top-Up Right. (a) Without limiting Section 3.2(i) In the event of any pending or completed transfer by any Cable Partner (the "Selling Cable Partner") of shares of Series 2 PCS Stock which would trigger the conversion of such shares to shares of Series 1 PCS Stock pursuant to the Articles of Incorporation of Sprint which conversion would in turn trigger an Equity Purchase Right pursuant to the form of Amended and Restated Stockholders' Agreement to be entered into among FT, DT and Sprint in connection with the CP Exchange (each, a "Transfer"), the Company agrees thatapplicable Cable Parent shall cause its Selling Cable Partner to provide FT and DT, with a copy to Sprint, written notice of such pending or, if prior notice is not required by the express terms of this Agreement, completed Transfer (a "Notice of Pending or Completed Disposition") of such shares (or of any pending or completed disposition of any Derivative Securities) at the time and in the manner set forth herein. Subject to the terms and conditions set forth below, any Notice of Pending or Completed Disposition required hereby shall be provided as promptly as practicable in connection with any such Transfer, taking into account the applicable method of and circumstances surrounding the Transfer. With respect to certain such Transfers, to the extent and subject to the terms and conditions set forth below, each Class A Holder shall have the right (the "Top Up Right") to purchase from the Selling Cable Partner all or a portion of the amount of shares of Series 2 PCS Stock equal to the applicable Top Up Amount for such Class A Holder (the "Offered Shares"); provided, however, that such right shall be exercisable with respect to any Transfer only to the extent FT and DT have not otherwise exercised their Equity Purchase Rights or made open market purchases with respect to any such Transfer. In the event that the Class A Holders are entitled to a Top Up Right pursuant to the terms of this Section 3.3 and Article III, the Notice of Pending or Completed Disposition shall, to Sections 3.7 and 5.1(a), provided that the Investor owns at least 10% extent practicable in light of the issued and outstanding Common proposed or completed method of disposition as described below, set forth the number of Offered Shares on a partially diluted basisbeing offered, assuming the exercise, in full, price (to the extent determined) at which the Selling Cable Partner proposes to or has previously effected Transfer of the Warrants shares of Series 2 PCS Stock which triggered the Investor (directly Top Up Right, the method(s) of Transfer, and any other material terms of the pending or completed Transfer. To the extent a particular method of Transfer of shares of Series 2 PCS Stock by a Selling Cable Partner does not fit within a method of Transfer described in Sections 3.02 through an Affiliate3.06, the parties will in which case good faith apply the provisions of this ARTICLE 3 shall apply mutatis mutandis) has the right set forth herein (the “Top-up Right”"Comparable Provisions") which would apply to subscribe for and the particular method of Transfer which most closely approximates the method of Transfer proposed by the Selling Cable Partner in order to be issued provide the Class A Holders with a corresponding Top Up Right in connection with the issuance of Top-up Securities such Transfer (a “Dilutive Issuance”) up to such number of Common Shares (the “Top-up Shares”) that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares, after giving effect to such Dilutive Issuances referenced in the Top-up Notice (as defined below), that is the same as the percentage ownership interest that it would have had but for the Dilutive Issuances referenced in the Top-up Notice (subject only to the limitation that extent the Comparable Provisions provide for so long as the restrictions set forth in Section 5.1(a) remain in place, the Top-up Right shall not exceed the percentage limitation imposed by such sectiona Top Up Right). (bii) The Top-up Any Top Up Right set forth in this Article III shall be exercisable from time to time following Dilutive Issuances that result in the reduction of the percentage ownership interest of the Investor by 1.0%, in the aggregate (the “Top-up Threshold”) based on the most recently available information to the Company as to the Investor’s percentage ownership interest. (c) Subject to Section 3.3(d), within 10 Business Days of the date on which a Top-up Threshold is achieved, the Company shall deliver a written notice (a “Top-up Notice”"Notice of Exercise") to each Selling Cable Partner given in the Investor notifying the Investor that its Top-up Right has become exercisable and setting out manner set forth below. Such Notice of Exercise shall state the number of Common Offered Shares issued pursuant to, and the total number of issued and outstanding Common Shares following, such Dilutive Issuances from the end or portion of the last period in respect of which a Top-up Notice was delivered (or, in respect of applicable Top Up Amount that the first Top-up Notice, (i) during the period beginning July 5, 2020 and ending November 5, 2020 in respect of Convertible Securities issued during that period and (ii) from the date hereof, in the aggregate)Class A Holder elects to purchase. (diii) Notwithstanding Section 3.3(a), Section 3.3(b) or Section 3.3(c), if a Top-up Threshold is achieved, or is likely to be achieved, as determined by Upon the Company acting reasonably, prior to the date on which a record date for a meeting consummation of Shareholders is to be set, prior to setting a record date for a meeting of Shareholders, the Company shall deliver a Top-up Notice to the Investor and, if the Investor delivers an Exercise Notice in accordance with Section 3.4 in response to a Top-up Notice delivered any purchase and sale pursuant to this Section 3.3(d)Article III, and against delivery of the purchase price for such Offered Shares payable in immediately available funds by wire transfer or check, the Company applicable Selling Cable Partner shall in accordance with the provisions of this ARTICLE 3, promptlydeliver or cause to be delivered, and in shall transfer the ownership of the Offered Shares to be sold, free and clear of any event prior to declaring Encumbrance created by the record date for such Shareholder meeting, complete a Top-up Offering to the InvestorSelling Cable Partner.

Top-Up Right. (1) In addition to the Shareholder’s Pre-Emptive Right under this Article 3, for so long as the Newmont Group beneficially owns at least ten percent (10%) of the Shares (calculated on a non-diluted basis), upon the issuance by the Corporation of Securities as a result of a Non-Financing Issuance, the Shareholder shall have the right, once per calendar year during any day in the month of June, on written notice to the Corporation, to subscribe for additional Shares (the “Anti-Dilution Shares”) at the volume weighted average trading price of the Shares for the five (5) trading days prior to the date of the notice as follows: (a) Without limiting Section 3.2, the Company agrees that, subject to the terms of this Section 3.3 and to Sections 3.7 and 5.1(a), provided that the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has the right (the “Top-up Right”) to subscribe for and to be issued in connection with the issuance of Top-up Securities (a “Dilutive Issuance”) [REDACTED — Commercially sensitive information] up to such number of Common Anti-Dilution Shares as necessary for the Newmont Group to maintain its pro rata shareholding in the Corporation (calculated on a fully diluted basis, and taking into account the number of additional Shares which will be issued to any other person pursuant to any anti-dilution or similar rights held by such person in respect of the transactions giving rise to the Shareholder’s right to Anti-Dilution Shares (the “TopOther Anti-up Dilution Shares”) that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares, after giving effect which shall include Shares issuable pursuant to such Dilutive Issuances referenced contractual arrangements in force on the Top-up Notice (date hereof as defined beloware disclosed in Schedule A), that is including any additional Other Anti-Dilution Shares which may be issuable as a result of the same Shareholder’s exercise of its right to Anti-Dilution Shares) as at the percentage ownership interest that it would have had but for the Dilutive Issuances referenced in the Top-up Notice (subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Top-up Right shall not exceed the percentage limitation imposed by such section).Effective Time; and (b) The Top[REDACTED — Commercially sensitive information] up to such number of Anti-up Right shall be exercisable from time Dilution Shares as necessary for the Newmont Group to time following Dilutive Issuances that result maintain its pro rata shareholding in the reduction of the percentage ownership interest of the Investor by 1.0%Corporation (calculated on a fully diluted basis, in the aggregate (the “Top-up Threshold”) based on the most recently available information to the Company as to the Investor’s percentage ownership interest. (c) Subject to Section 3.3(d), within 10 Business Days of the date on which a Top-up Threshold is achieved, the Company shall deliver a written notice (a “Top-up Notice”) to the Investor notifying the Investor that its Top-up Right has become exercisable and setting out taking into account the number of Common Other Anti-Dilution Shares which will be issued pursuant toto any other person, and the total number of issued and outstanding Common including any additional Other Anti-Dilution Shares following, such Dilutive Issuances from the end which may be issuable as a result of the last period in respect Shareholder’s exercise of which a Topits right to Anti-up Notice was delivered (or, in respect of Dilution Shares) as at the first Top-up Notice, later of: (i) during the period beginning July 5, 2020 and ending November 5, 2020 in respect of Convertible Securities issued during that period and [REDACTED — Commercially sensitive information]; and (ii) from the date hereof, in the aggregate). (d) Notwithstanding Section 3.3(a), Section 3.3(b) or Section 3.3(c), if a Top-up Threshold is achieved, or is likely to be achieved, as determined by the Company acting reasonably, prior to the date on which a record date for a meeting of Shareholders is to be set, prior to setting a record date for a meeting of Shareholders, the Company shall deliver a Top-up Notice to the Investor and, if the Investor delivers an Exercise Notice in accordance with Section 3.4 in response to a Top-up Notice delivered pursuant to this Section 3.3(d), the Company shall in accordance with the provisions of this ARTICLE 3, promptly, and in any event prior to declaring the record date for such Shareholder meeting, complete a Top-up Offering to the Investor.[REDACTED — Commercially sensitive information],

Top-Up Right. (a) Without limiting Subject to Section 3.22.8, if as a result of the issuance of Common Shares pursuant to one or more Excluded Issuances, the Company agrees that, subject to GF Group's Pro Rata Percentage in Xxxxxxx decreases by an aggregate of 1% or more (the terms of this Section 3.3 and to Sections 3.7 and 5.1(a"Dilution Trigger"), provided that the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 GF Canco shall apply mutatis mutandis) has have the right (the “Top-up Right”) to subscribe for and to be issued in connection with (or to designate another member of the issuance of Top-up Securities (a “Dilutive Issuance”GF Group to subscribe for and to be issued) up to such number of Common Shares as will enable the GF Group to increase its holdings in Common Shares to the Pro Rata Percentage it had prior to such Excluded Issuances (the “"Top-up Shares”) Up Right"). Xxxxxxx shall provide written notice to GF Canco on January 1 and July 1 of each calendar year of any Excluded Issuances that will allow the Investor to maintain a percentage ownership interest have occurred in the issued and outstanding Common Shares, after giving effect to such Dilutive Issuances referenced in preceding period (the "Top-Up Notice"). Upon receipt of the Top-up Notice (as defined below)Up Notice, that is if the same as the percentage ownership interest that it would have had but for the Dilutive Issuances referenced in Dilution Trigger has been met, GF Canco may at its sole discretion exercise the Top-up Notice Up Right by giving notice to Xxxxxxx within ten (subject to the limitation that for so long as the restrictions set forth in Section 5.1(a10) remain in place, the Top-up Right shall not exceed the percentage limitation imposed by such section). (b) The Top-up Right shall be exercisable from time to time following Dilutive Issuances that result in the reduction of the percentage ownership interest of the Investor by 1.0%, in the aggregate (the “Top-up Threshold”) based on the most recently available information to the Company as to the Investor’s percentage ownership interest. (c) Subject to Section 3.3(d), within 10 Business Days of the date on which a Top-that it will subscribe for up Threshold is achieved, the Company shall deliver a written notice (a “Top-up Notice”) to the Investor notifying the Investor that its Top-up Right has become exercisable and setting out the such number of Common Shares issued pursuant to, and as will enable the total number of issued and outstanding GF Group to increase its holdings in Common Shares following, such Dilutive to the Pro Rata Percentage it had prior to the Excluded Issuances. The Dilution Trigger shall be calculated by aggregating all Excluded Issuances from that occurred: (i) in the end of the last period in respect of which a Top-up Notice was delivered (or, in respect case of the first Top-up Up Notice, (i) during the period beginning July 5, 2020 between the Effective Date and ending November 5, 2020 in respect of Convertible Securities issued during that period the date immediately prior to the first Top-Up Notice; and (ii) from the date hereof, in the aggregate). (d) Notwithstanding Section 3.3(a), Section 3.3(b) or Section 3.3(c), if a case of subsequent Top-up Threshold is achievedUp Notices, or is likely to be achieved, as determined by during the Company acting reasonably, six month period immediately prior to the date on which a record date for a meeting of Shareholders is to be set, prior to setting a record date for a meeting of Shareholders, the Company shall deliver a Top-up Up Notice, provided that if any Top-Up Notice to in respect of a prior period disclosed Excluded Issuances but the Investor andDilution Trigger was not met in such prior period, if then all such Excluded Issuances shall be again disclosed in the Investor next subsequent Top-Up Notice, and so on for successive periods until the Dilution Trigger is met by the aggregate Excluded Issuances over such combined periods. If GF Canco delivers an Exercise Notice exercise notice in accordance with Section 3.4 in response to a Top-up Notice delivered pursuant to this Section 3.3(d)2.2, the Company Xxxxxxx shall in accordance with the provisions of this ARTICLE 3, promptly, and in any event prior within 10 Business Days (which shall be extended to declaring 60 calendar days in the record event that Xxxxxxx shareholder approval is required) following the date for on which such Shareholder meetingexercise notice was delivered, complete a issue to GF Canco (or another member of the GF Group), by way of private placement, the number of Common Shares indicated in such exercise notice pursuant to the Top-up Offering Up Right, at a price per Common Share equal to the Investorvolume weighted average price of the Common Shares on the NYSE American for the five (5) trading days immediately preceding the date of the Top-Up Notice. Closing will be subject to the receipt and continued effectiveness of all required approvals (including the approval(s) of the stock exchange(s) on which the Common Shares are listed, any required approvals under Canadian Securities Laws and any required shareholder approval), which approvals Xxxxxxx shall use commercially reasonable efforts to promptly obtain (which shall include promptly convening a meeting of Xxxxxxx'x shareholders to approve, and publicly recommending to Xxxxxxx'x shareholders that they approve, such issuance). The Top-Up Right shall not apply to: (a) a rights offering that is available to all shareholders of Xxxxxxx; (b) any share split, consolidation, capital reorganization or share dividend; or (c) an Equity Financing in respect of which the Pre-Emptive Right is available to GF Canco.

Top-Up Right. (1) In addition to the Shareholder’s Pre-Emptive Right under this Article 3, for so long as the GFL Group beneficially owns at least ten percent (10%) of the Shares (calculated on a non-diluted basis), upon the issuance by the Corporation of Securities as a result of a Non-Financing Issuance, the Shareholder shall have the right, once per calendar year during any day in the month of June, on written notice to the Corporation, to subscribe for additional Shares (the “Anti-Dilution Shares”) at the volume weighted average trading price of the Shares for the five (5) trading days prior to the date of the notice as follows: (a) Without limiting Section 3.2[REDACTED — Commercially sensitive information], the Company agrees that, subject to the terms of this Section 3.3 and to Sections 3.7 and 5.1(a), provided that the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has the right (the “Top-up Right”) to subscribe for and to be issued in connection with the issuance of Top-up Securities (a “Dilutive Issuance”) up to such number of Common Anti-Dilution Shares as necessary for the Shareholder to maintain its pro rata shareholding in the Corporation (calculated on a fully diluted basis, and taking into account the number of additional Shares which will be issued to any other person pursuant to any anti-dilution or similar rights held by such person in respect of the transactions giving rise to the Shareholder’s right to Anti-Dilution Shares (the “TopOther Anti-up Dilution Shares”) that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares, after giving effect which shall include Shares issuable pursuant to such Dilutive Issuances referenced contractual arrangements in force on the Top-up Notice (date hereof as defined beloware disclosed in Schedule A), that is including any additional Other Anti-Dilution Shares which may be issuable as a result of the same Shareholder’s exercise of its right to Anti-Dilution Shares) as at the percentage ownership interest that it would have had but for the Dilutive Issuances referenced in the Top-up Notice (subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Top-up Right shall not exceed the percentage limitation imposed by such section).Effective Time; and (b) The Top[REDACTED — Commercially sensitive information], up to such number of Anti-up Right shall be exercisable from time Dilution Shares as necessary for the Shareholder to time following Dilutive Issuances that result maintain its pro rata shareholding in the reduction of the percentage ownership interest of the Investor by 1.0%Corporation (calculated on a fully diluted basis, in the aggregate (the “Top-up Threshold”) based on the most recently available information to the Company as to the Investor’s percentage ownership interest. (c) Subject to Section 3.3(d), within 10 Business Days of the date on which a Top-up Threshold is achieved, the Company shall deliver a written notice (a “Top-up Notice”) to the Investor notifying the Investor that its Top-up Right has become exercisable and setting out taking into account the number of Common Other Anti-Dilution Shares which will be issued pursuant toto any other person, and the total number of issued and outstanding Common including any additional Other Anti-Dilution Shares following, such Dilutive Issuances from the end which may be issuable as a result of the last period in respect Shareholder’s exercise of which a Topits right to Anti-up Notice was delivered (or, in respect of Dilution Shares) as at the first Top-up Notice, later of: (i) during the period beginning July 5, 2020 and ending November 5, 2020 in respect of Convertible Securities issued during that period and [REDACTED — Commercially sensitive information]; and (ii) from the date hereof, in the aggregate). (d) Notwithstanding Section 3.3(a), Section 3.3(b) or Section 3.3(c), if a Top-up Threshold is achieved, or is likely to be achieved, as determined by the Company acting reasonably, prior to the date on which a record date for a meeting of Shareholders is to be set, prior to setting a record date for a meeting of Shareholders, the Company shall deliver a Top-up Notice to the Investor and, if the Investor delivers an Exercise Notice in accordance with Section 3.4 in response to a Top-up Notice delivered pursuant to this Section 3.3(d), the Company shall in accordance with the provisions of this ARTICLE 3, promptly, and in any event prior to declaring the record date for such Shareholder meeting, complete a Top-up Offering to the Investor.[REDACTED — Commercially sensitive information],