第1条 解释

1.1

1.2

1.3

1.4

1.5

第2条 董事会

2.1

2.2

2.3

2.4

2.5

第3条参与和 增发股份 权利

3.1

3.2

3.3

3.4

3.5

3.6

3.7

ARTICLE 4 COVENANTS OF THE INVESTOR

4.1

4.2

4.3

4.4

ARTICLE 5 COMPLIANCE OBLIGATIONS OF THE CORPORATION

5.1

5.2

5.3

第6条 信息权利

6.1

6.2

6.3

6.4

6.5

第7条 附加条款

7.1

7.2

第8条 注册权

8.1

8.2

8.3

8.4

8.5

8.6

8.7

8.8

8.9

第9条杂项

9.1

9.2

9.3

9.4

9.5

9.6

9.7

9.8

9.9

9.10

9.11

9.12

9.13

附表A注册程序

鉴于 锂矿美国（阿根廷）公司（前身为锂矿公司）（锂 阿根廷”导致其北美业务和阿根廷业务分拆为两家独立的上市公司（“分离包括公司和锂矿阿根廷，分别；

根据以下条款，SLS愿意向诺瓦瓦克斯医药供应以下产品，而诺瓦瓦克斯医药也愿意从SLS购买以下产品； 锂矿阿根廷和投资者于2023年1月30日签署了一份主要购买协议（经修订，称为“主要采购协议”），根据该协议，锂矿阿根廷向投资者发行了15,002,243单位的锂矿阿根廷，每个单位包括一股锂矿阿根廷的普通股和79.26%的一份锂矿阿根廷普通股认购权，分拆完成后，投资者同意根据分立第二阶段认购协议（如下定义）认购公司的普通股，普通股认购权被取消；

根据以下条款，SLS愿意向诺瓦瓦克斯医药供应以下产品，而诺瓦瓦克斯医药也愿意从SLS购买以下产品；”，在分立的实施过程中，锂矿阿根廷和公司签署了一份安排协议（根据情况进行修改，补充或修改，称为“安排协议”) providing for an arrangement (the “安排”) of Lithium Argentina under section 288 of the Act (as defined herein), pursuant to which, among other things, holders of the outstanding common shares of Lithium Argentina immediately prior to the Effective Time (as defined herein), excluding any dissenting shareholders, were issued, through a series of transactions, Common Shares (as defined herein), all on the terms and subject to the conditions to be set out in the Arrangement Agreement;

根据以下条款，SLS愿意向诺瓦瓦克斯医药供应以下产品，而诺瓦瓦克斯医药也愿意从SLS购买以下产品； after giving effect the Separation and the issuance of Common Shares thereunder, the Investor was the registered holder and sole beneficial owner of 15,002,243 Common Shares (together with any substituted, reclassified or replacement shares, the “”)的登记或受益所有人，以及其他Greenbrook证券（连同相关股份一同，下称“相关证券”) and the Corporation granted certain rights to the Investor pursuant to the terms of an investor rights agreement dated October 3, 2023 (the “原始投资者权益协议”);

根据以下条款，SLS愿意向诺瓦瓦克斯医药供应以下产品，而诺瓦瓦克斯医药也愿意从SLS购买以下产品； 双方随后确定，将以双方利益为最大考量，将第二期投资（如主要购股协议中所定义的）替换为投资者对位于内华达州立法下成立并存在的有限责任公司 Lithium Nevada Ventures LLC 的投资， 根据于2024年10月15日签订的投资协议的条款和条件进行。投资协议并终止Spinco第二期认购协议和主要购股协议；

鉴于 与投资协议所规定的交易完成相关，双方同意修订并重述此处所述条款和条件的原投资人权利协议；

鉴于 根据本协议的日期，投资者或其关联公司（如此处所定义）既不直接或间接拥有，也无权指导或控制任何其他普通股，除了本协议所述的对象股。

定义

投资者持有或发行给投资者的普通股；以及

与股利、股份分拆、资本重组、转换或其他与第(i)款所述证券有关的类似分配而向投资者发行的普通股，或以该等证券交换或替换的普通股。

施工规则

术语“协议”、“本协议”、“协议”、“本协议”、“本协议”、“本协议”、“本协议”、“本协议”及类似表达指的是整个本协议，而不是任何特定条款。

对“条款”或后面跟着数字或字母的“章节”的引用指的是本协议中指定的条款或章节；

本协议分为章节，并插入标题仅为方便参考，不影响本协议的解释或理解；

只包括单数的词将包括复数形式，反之亦然，涉及使用的任何性别词将包括所有性别；

“包括”一词被视为指“包括但不限于”；

术语“一方”和“各方”指本协议的一方或各方；

任何对本协议的引用均指自时间点起经修订、修改、替换或补充的本协议；

对法令、规章或规则的任何引用，应被解释为随时可能进行的修订的相关内容； 重新颁布 或替代，并且对法令的引用应包括在其下制定的任何法规或规则；

所有美元金额均指美元；

所有关于股份持有比例的参考均应按比例计算非优先 稀释基础上；

任何付款或采取其他行动的时间段应按照排除起始日和包括结束日的方式计算；和

每当需要采取行动或时间段到期的日期不是业务日，则应在下一个业务日采取该行动或时间段到期。

全部协议

管辖法律和送达管辖权

本协议应根据不列颠哥伦比亚省法律以及适用于该省的加拿大联邦法律进行解释和执行，各方的相应权利和义务将受到法律的约束。

任何因或与本协议有关的争议、争议或索赔，包括就形成、适用性、违约、解除、有效性或可执行性等方面，应通过保密仲裁来解决。仲裁应由三名仲裁员进行，并由国际争端解决中心根据其现行国际争端解决程序进行管理。

可分割性：

行使代表权的条件

代表权

投资者应不时向公司提供其投资者提名人以及可能被公司要求的其他信息，以便履行本协议中规定的任命程序， 第2.2(a)公司应随后采取一切必要措施，将投资者提名人列入公司下次董事选举的管理名单，并应在会议上征集支持选举该投资者提名人的委托投票；

投资者提名人必须经合法资格，符合相关法律和适用证券法规。

投资者提名人应遵守适用于公司董事的公司法规定和政策；

在选举投资者提名人的过程中，公司应在寄送任何股东大会的董事选举的代理征集材料的日期之前至少十五个工作日通知投资者，并且投资者应在寄送日期之前至少十（10）个工作日通知公司其投资者提名人。如果投资者在截止日期前未通知公司任何投资者提名人的身份，那么投资者应被视为提名其现任提名人；

如果任何投资者提名人因死亡、伤残、辞职或罢免而停止担任公司董事，投资者有权（但无义务）指定替补投资者提名人填补因上述原因造成的空缺，并且公司在收到此类指定通知后应采取一切必要步骤提名并推荐任命投资者提名人担任公司董事会成员。

管理层认可并投票

董事责任保险和赔偿协议

董事会规模和运营

所有董事会会议通知应当亲自递送或通过传真传递，或者 电子邮件 在董事会会议日期之前至少提前五（5）个工作日传达。然而，主席可在紧急情况下召开董事会会议，情况涉及需要即时行动的事项时，至少提前两（2）个工作日事先通知相关董事会会议日期（除非在特殊情况下需要较短的通知）。所有董事会会议通知应当具体指明董事会会议的时间、日期和地点，并包含董事会会议议程中所有业务的简要但完整摘要；

董事提名人应就出席任何董事会会议而发生的合理旅行和其他费用获得公司的报销；

投资者提名人应享有与其他董事相同的董事报酬（除非投资者放弃）；对任何高级高管或董事的道德、法律、规章、规则或本行为准则的违反的任何担忧都应该及时报告给董事会的审计委员会。此类违反的报告也可以通过电子邮件匿名发送到公司的指定合规报告电子邮件地址。匿名报告应提供足够的关于事件或情况的信息，以便公司能够进行适当的调查。如果担忧或投诉需要保密，包括匿名身份保密，公司将尽力保护这种保密性，但受适用的法律、法规或法律程序的限制。 董事提名人应获得与其他董事相同的董事薪酬（除非投资者放弃）；

任何董事均可通过电话、电子或其他通信设施参加董事会会议。以此种方式参加的董事被视为出席董事会会议；

未经投资者事先书面同意，公司不得导致或允许董事会规模扩大至超过10名董事；

发行通知

爱文思控股发行通知

授予参与权

就普通股发行而言，不超过允许投资者发行的普通股数量 在发行完成后维持其参与权权利；以及

对于已发行证券（普通股除外）的发行，最多可发行的数量 应当（假设转换、行使或交换与本次发行相关的所有可转换、可行使或可交换的已发行证券），并可根据本发售发行的证券 部分 3.3) 允许投资者在发行完成后保留其参与权。

运动通知

如果根据以下规定在发行通知之前提供了预先发行通知 部分 3.2、发行通知的三 (3) 个工作日，或

如果在发行通知之前未提供提前发售通知，则为二十 (20) 个工作日 在收到要约通知之日之后

发行参与权提供的证券

如果公司在适用通知期内收到投资者的行使通知书，则 公司应在获得并继续有效的所有所需批准（包括交易所的批准以及适用证券法下的任何所需批准及股东批准），公司将尽最大努力尽快获得这些批准（包括申请任何必要的价格保护确认、寻求（如有必要）以下述方式获得股东批准、并努力使其合理商业努力以导致管理层和董事会的每名成员投票支持向投资者发行提供的证券），向投资者发行，对其支付的 认购价格，以及根据第 (b) 下述，在完成要约或尽可能之后的几乎同时，根据行使通知书规定的数量，向投资者发行普通股或其他提供的证券。

如果公司被交易所要求为向投资者发行提供的证券寻求股东批准，则公司应立即召开股东大会，以考虑向投资者发行提供的证券，且在公司被告知将需要股东批准的日期之后的九十天内，无论何时，都应举行 这种会议，并应当建议批准向投资者发行提供的证券，并应当征求支持提案的委托投票。公司有权分期完成要约，使公司可以向 非投资者 在履行发行认购证券的条件之前的订阅用户数 给投资者（包括交易所强制要求的股东批准）。

授予 充值 权利

投资者应具有一项权利（"充值 Right”) 订阅任何在本协议日期之后发行的普通股 充值 证券，视乎当时适用的交易所批准。根据投资者的看涨，可认购的普通股数量将等于优先看涨普通股的比例 充值 持有普通股所占比例的百分比。 充值 证券

本基金寻求于东欧地区注册的主要权益关联发行人的长期升值投资。充值 权利可以根据每年的设定进行行使第 3.6(d)。充值 权利应通过认购公司普通股的方式行使，每股普通股的价格应等于多伦多证券交易所在交割前五个交易日的成交量加权平均价 充值 接受通知书将提交给公司，并需交易所批准。

如果任何一项权利行使需经公司股东批准，则公司应推荐在下次股东大会上批准此权利。 充值 权利的行使将提交给公司股东批准。 充值 为了允许投资者行使其权利，公司将在下次由公司召开的股东大会上建议批准该权利。 充值 公司将请求代理人的支持。

每个公司财政年度结束后的60天内，公司将向投资者发送书面通知（"权益供应通知"），其中包括： 充值 权益供应通知在该财政年度发行的证券数量； 充值 预计使用来自任何行权的款项。 充值 按照投资者的权利; (iii) 当时已发行和流通的普通股总数（将包括任何发行给具有类似参与权的人士的证券）;和（iv）投资者对流通普通股的持有比例（基于投资者最后公开报告的所有权数据以及已发行和流通的普通股数量 ） (iii)上述）假设投资者没有行使其权利。 充值 权利。

投资者应在权利报价通知发出之日起的15个工作日内充值 权利要约通知（“充值 Right Notice Period”) to notify the Corporation in writing (the “充值 Right Acceptance Notice”) of the exercise, in full or in part, of its 充值 Right. The 充值 压力位 接受通知应指明投资者根据其订阅的普通股数量 充值 压力位。如果投资者未能提交订单 充值压力位 接受通知在 充值 压力位通知期内投资者未能提交 充值 投资者对于当年度发行的证券的权利被取消。充值 如果投资者发出权利接受通知，则将尽快完成出售证券给投资者的交易。 充值 证券。 充值 证券应尽快在此后合理时间内完成向投资者的销售。

终止参与权利和 充值 正确

运营支持

[已删除]

转让限制

除非得到 第公司披露信函中第4.3(d)款，直到 锁定期 截止日期，投资者或其任何关联方不得直接或间接购买或收购任何普通股（“购买”), or assign, sell, transfer, offer, contract to sell, accept an offer to purchase, gift, pledge, encumber, hypothecate, provide a security interest in respect of, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, whether by actual disposition or effective economic disposition pursuant to any swap or other arrangement that transfers to another, in whole or in part, any interest in, or economic consequences of ownership of any of the Relevant Shares (a ““转让”还将被视为发生在任何操作持有人(或该操作持有人的允许受让人)有B类普通股股份的非盈利机构(或该股份的任何受益人)持有该B类普通股股份的顶层支配权或独家投票权控制时，就该B类普通股股份而言，操作持有人(或其允许受让方)不再保留独立支配权(在操作持有人和其允许受让方之间)和其对该安全的投票或投票的独占支配权(包括通过委托、投票协议或其他方式)，情况下(在这种情况下)。即使是这种情况，以下任何情况也不被视为“转让”:”);

except as expressly permitted by 第公司披露信函中第4.3(d)款, until the 锁定期 在日期之外，投资者不得直接或间接（w）转让任何相关股份，（x）转让任何用以替代任何相关股份的财产，（y）购买或转让任何产权价值10%或更高的财产，该价值或可能来源于任何相关股份（或替代该财产的任何财产），或（z）开始、参与或以任何方式支持任何交易或涉及一系列交易，根据该交易，公司的控制权被任何人或一组人取得；

在日期之后 锁定期 在日期之外，并且除非明确许可，第公司披露信函中第4.3(d)款除非并在投资者在任何时候没能达到5%的门槛，否则投资者或其任何关联方都不得明知地转让：

任何相关股份给受限方；或

股权证券占当时向任何人发行和流通的普通股的5％以上， 包括该人的关联公司和任何联合行为者；

中的限制和限制 部分4.3 (a), 部分4.3 (b) 和 部分4.3 (c) 不适用于：

在分离之前和分离之后的任何转移 封锁 外面 日期，发给与投资者 “相关” 的任何关联公司（定义见下文 所得税法 （加拿大）在转让时直到 封锁 日期之外，前提是 该关联公司首先以书面形式与公司同意受本协议条款的约束；

根据善意第三方 “收购出价”（定义见国家仪器）进行的任何转让 62-104 收购出价和发行人出价）前提是（A）此类收购要约是向公司的所有股东提出的，（B）建议董事会接受收购出价 公司的董事，以及（C）如果收购要约没有按照公司董事会向股东建议的条款完成 相关股票仍将受以下条件约束 中包含的限制和限制 部分4.3 (a)， 部分4.3 (b) 和 部分4.3 (c);

根据或根据任何 “业务组合”（定义见多边）进行的任何转让 乐器 61-101 在特殊交易中保护少数证券持有人) 涉及公司，前提是 (A) 建议董事会接受此类业务合并 公司董事以及（B）如果业务合并未按照公司董事会向股东建议的条款完成，则相关股份仍将是标的 转到其中包含的限制和限制 部分4.3 (a), 部分4.3 (b) 和 部分4.3 (c)；以及

与投资者质押或抵押任何相关股份以换取第三股相关的任何转让 当事方贷款人 (a”贷款人”) 作为善意贷款的担保 (a”贷款”），前提是，任何此类转让均应符合公司董事会可接受的条款和条件，并采取合理的行动， 而且不限于，作为同意任何此类转让的条件，公司董事会将以下要求视为合理的：(i) 贷款人首先与公司书面同意 受本协议条款的约束，（ii）公司将拥有与贷款人签订的合同权利，以纠正投资者在贷款下的任何违约或违约事件

停滞不前

在分拆后的日期之前，即（i）分拆日期后五（5）年的日期；以及（ii）第一阶段生效日期后一（1）年之内（根据承购协议中的定义），投资者将不得，独自或与他人共同，未经公司事先书面同意或根据其他明确许可的情况下 本协议：

实质上，寻求、提出或建议，或以任何方式建议或鼓励其他人实施、寻求、提出或建议（在每种情况下，无论是公开还是其他方式）：

涉及公司或其任何资产的任何收购要约、合并、合并、安排计划、重组或其他业务组合；

公司或其任何资产的任何再资本化、重组、清算、解散、处置重要部分资产或其他非同寻常交易；

直接或间接进行，或以任何方式参与，任何代理人的征求投票，或寻求建议或影响其他投票股票的任何其他人与公司进行投票投票；

在本协议规定的董事会和委员会代表之外，以寻求控制公司的管理层、董事会或政策的方式行事；

未与其他人达成书面或口头安排、谅解或协议，并且不在与任何上述事宜相关的情况下为其他人提供建议、融资、援助、鼓励或共同行动；

不会公开宣布打算做出或采取任何上述行为，或采取可能需要公司就任何上述事项公开声明的行动；

不会试图通过威胁或示意投资者可能采取任何上述行动来诱使任何一方不提出或达成关于公司的任何提议；

未经公司的事先书面同意或本协议另有明确规定，投资者不得单独或与他人合作购买任何导致投资者拥有或控制超过当时流通普通股的20%的股权证券； 不得未经公司事先书面同意或本协议另有明确规定，在未购买任何导致投资者拥有或控制超过当时流通普通股20%以上的股权证券。

Notwithstanding the foregoing, the limitations and prohibitions set forth in this Section 4.4 shall not apply to any confidential offer or proposal made by the Investor or its Affiliates to the Board and shall no longer apply from the earliest of (i) the date the Corporation enters into a definitive agreement with a third party that provides for an acquisition of, or business combination with, the Corporation where the securityholders of the Corporation would own less than 50% of the voting securities of the surviving Corporation, (ii) the date the Corporation enters into a definitive agreement with a third party that provides for an acquisition of all or substantially all of the assets of the Corporation; or (iii) the date a third party enters into a definitive agreement to acquire, or acquires, “beneficial ownership” (as such term is defined in the Securities Act (British Columbia), as amended) of more than 50% of the voting securities of the Corporation. In the event that the proposed transaction in (i), (ii) or (iii) is terminated, the limitations and prohibitions set forth in this Section 4.4 shall be reinstated.

Anti-bribery and Corruption Compliance

the Corporation shall cause its employees, directors, officers, and to the best of its ability, agents, and any Person acting on its behalf to comply, with applicable Anti-Corruption Laws;

neither the Corporation, the Subsidiaries, nor any of its or their employees, directors, officers, or to the knowledge of the Corporation, any agents, or any Person acting on its behalf shall:

give, promise to give, or offer to give, any payment, loan, gift, donation, or anything else of value (including a facilitation payment) directly or indirectly, whether in cash or in kind, to or for the benefit of, any Government Official or any other Person while knowing or having reason to know that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any such Government Official or to any other Person for the purpose of: (A) improperly influencing any action or decision of any Government Official in their official capacity, including a decision to fail to perform official functions, (B) inducing any Government Official or other Person to act in violation of their lawful duty, (C) securing any improper advantage or (D) persuading any Government Official or other Person to use their influence with any Governmental Entity or any government-owned Person to effect or influence any act or decision of such Governmental Entity or government-owned Person;

accept, receive, agree to accept, or authorize the acceptance of any contribution, payment, gift, entertainment, money, anything of value, or other advantage in violation of applicable Anti-Corruption Laws; and

the Corporation shall (and shall cause its Subsidiaries to) institute and maintain risk-based compliance program with policies, procedures, internal controls, training, monitoring, oversight with appropriate resourcing which is reasonably designed to ensure compliance with all applicable Anti-Corruption Laws following guidance provided by the U.S. Department of Justice including records of payments to third parties (including, without limitation, agents, consultants, representatives, and distributors) and Government Officials. As soon as practicable after the date of this Agreement, and in any event within 30 days after the date on which the Corporation adopts an anti-corruption compliance policy, the Corporation shall provide a copy of such policy to the Investor, together with the resolutions of the Board or other relevant official document evidencing the Corporation’s adoption of such policy. Upon reasonable request, the Corporation agrees to provide responsive information to the Investor concerning its compliance with Anti-Corruption Laws. The Corporation shall promptly notify the Investor if the Corporation becomes aware of any material violation of Anti-Corruption Laws.

Trade and Sanctions Compliance

For so long as the Investor or any of its Affiliates is a shareholder of the Corporation, and in connection with the Corporation carrying out its related responsibilities:

the Corporation shall and shall cause its Subsidiaries and its and their respective employees, directors, officers, and to the best of its ability, its and their respective agents, and any Person acting on its or their behalf to comply with all applicable Sanctions;

the Corporation shall, as soon as practicable (and in any event no later than January 1, 2024) institute and maintain a risk-based compliance program to ensure compliance with Sanctions by itself, its Subsidiaries, and each of their respective directors, officers, and employees, and any other Person acting on their respective behalf. The compliance program shall include risk-based policies, procedures, controls, training, monitoring, oversight and appropriate resourcing following guidance provided by OFAC, BIS and any other relevant Sanctions Authority. As soon as practicable after the date of this Agreement, and in any event within 30 days after the date on which the Corporation adopts such policy, the Corporation shall provide a copy of such policy to the Investor, together with the resolutions of the Board or other relevant official document evidencing the Corporation’s adoption of such policy. Upon reasonable request, the Corporation agrees to provide responsive information to the Investor concerning its compliance with Sanctions. The Corporation shall promptly notify the Investor if the Corporation becomes aware of any material violation of Sanctions;

the Corporation shall not, and shall cause its Subsidiaries and its and their respective employees, directors or officers not to conduct any business transaction or activity with a Sanctioned Person or Sanctioned Territory; and

neither the Corporation, nor any of its Subsidiaries or their respective directors, officers, or employees: (i) shall be a Sanctioned Person; or (ii) to the best knowledge of the Corporation, shall act under the direction of, on behalf of, or for the benefit of a Sanctioned Person.

As of the date of this Agreement:

neither the Corporation, nor any of its Subsidiaries, or its or their respective employees, directors or officers conducts any business transaction or activity with a Sanctioned Person or Sanctioned Territory; and

neither the Corporation, nor any of its Subsidiaries or their respective directors, officers, or employees, nor any direct or, to the knowledge of the Corporation, indirect owner of one percent (1%) or more interest in the Corporation as of the date of this Agreement, or any direct or, to the knowledge of the Corporation, indirect owner that may acquire five percent (5%) or more interest in the Corporation after the date of this Agreement: (i) is a Sanctioned Person; or (ii) to the best knowledge of the Corporation, acts under the direction of, on behalf of, or for the benefit of a Sanctioned Person.

This Section 6.2 shall not be interpreted or applied in relation to the Corporation to the extent that the representations made under this Section 6.2 violate, or would result in a breach of the Foreign Extraterritorial Measures Act (Canada).

Anti-Money Laundering Compliance

the Corporation shall cause its employees, directors, officers, and to the best of its ability its agents, and any Person acting on its behalf to comply with all applicable Anti-Money Laundering Laws; and

the Corporation shall as soon as practicable (and in any event no later than January 1, 2024) institute and maintain policies, procedures, and internal controls designed to ensure compliance with any applicable Anti-Money Laundering Laws by itself, its Subsidiaries’ and each of their respective directors, officers, and employees, and any other Person acting on their respective behalf.

Information and Inspection Rights

deliver to Investor, forthwith following receipt thereof, a copy of any notice, letter, correspondence or other communication from a Governmental Entity or any litigation proceedings or filings involving the Corporation, in each case, in respect of the Corporation’s potential, actual or alleged material violation of any and all Laws applicable to the business, affairs and operations of the Corporation and its Subsidiaries anywhere in the world, and any responses by the Corporation in respect thereto;

for the year ended December 31, 2023 and subsequent quarterly and annual reporting periods, deliver to the Investor, as promptly as practicable following the end of each fiscal quarter and fiscal year, an unaudited reconciliation of the Corporation’s quarterly publicly issued financial statements with respect to such fiscal quarter and audited reconciliation of the Corporation’s annually publicly issued financial statements with respect to such fiscal year to U.S. GAAP, if it was reasonably determined by the Investor in consultation with its auditor, that this information is necessary for the Investor’s financial reporting, accounting or tax purposes; and

deliver to Investor, as promptly as practicable, such information and documentation relating to the Corporation and its Affiliates as the Investor may reasonably request from the Corporation from time to time for purposes of complying with the Investor’s U.S. tax reporting obligations with respect to its ownership of the Corporation.

Maintenance of Internal Controls

Confidentiality

the Recipient shall hold the Confidential Information in confidence and shall not disclose the Confidential Information to third parties without the prior written consent of the Discloser provided that the Recipient may disclose the Confidential Information to its and its Affiliates’ directors, officers, employees and Representatives who have a need to know the Confidential Information. Notwithstanding the foregoing, but subject to clause (b) of this Section 6.3, no consent of the Discloser shall be required for the Recipient to disclose Confidential Information of the Discloser if such disclosure is required by Applicable Securities Laws, including, for greater certainty, the rules of any stock exchange upon which securities of the Recipient or any of its Affiliates are traded; provided, further, that the Recipient shall (i) give prior written notice to the Discloser and an opportunity for the Discloser to review and comment on the requisite disclosure before it is made, including an opportunity for the Discloser to prevent such disclosure, and (ii) use its best efforts to incorporate the Discloser’s comments or limit such disclosure, by seeking confidential treatment or otherwise. Further, in the event the Recipient is requested or required (including by interrogatories, subpoena or similar process) to disclose any Confidential Information of the Discloser, the Recipient shall provide the Discloser with prompt written notice of such request (if legally permitted) so the Discloser may consider whether it wishes to seek an appropriate protective order. In the absence of a protective order, the Recipient shall disclose only such Confidential Information as is legally required and shall use commercially reasonable efforts to ensure the confidentiality of any such Confidential Information that is disclosed;

the Corporation shall not, and shall ensure that its Affiliates shall not, publicly disclose any information regarding the Investor or Investor’s performance under the Offtake Agreement (collectively, the “Investor Information”) without the prior written consent of the Investor, provided, that no consent of the Investor shall be required for the Corporation to disclose Investor Information if such disclosure is required by Applicable Securities Laws, including, for greater certainty, the rules of any stock exchange upon which securities of the Corporation or any of its Affiliates are traded, provided that the Corporation shall (i) give prior written notice to the Investor and an opportunity for the Investor to review and comment on the requisite disclosure before it is made, including an opportunity for the Investor to prevent such disclosure and (ii) use its best efforts to incorporate the Investor’s comments or limit such disclosure, by seeking confidential treatment or otherwise;

the Investor shall not, and shall ensure that its Affiliates shall not, publicly disclose any information regarding the Corporation or Corporation’s performance under the Offtake Agreement (collectively, the “Corporation Information”) without the prior written consent of the Corporation, provided, that no consent of the Corporation shall be required for the Corporation to disclose Corporation Information if such disclosure is required by Applicable Securities Laws, including,

each party’s obligations under this Section 6.3 shall survive for a period of two years following the date of termination of this Section 6.3; and

in the case where the Investor is the Recipient, the parties acknowledge that the restrictions regarding Technical Information (as such term is defined in the confidentiality agreement dated July 22, 2024 between the Investor and the Corporation) shall apply to Confidential Information provided pursuant to this Agreement.

Cleansing Announcements

Subject to Section 6.4(b) and for so long as the Investor meets the 5% Threshold or is an Offtaker, upon receipt by the Corporation of a written notice from the Investor advising the Corporation that: (i) the Investor has determined that transacting in Equity Securities in the Corporation could reasonably be expected to trigger a violation of, or any liability to the Investor under, Applicable Securities Laws; and (ii) the Investor wishes to sell Equity Securities beneficially owned by the Investor, then, as soon as practicable, and no later than 9:00 a.m. (New York Time) on the seventh (7^th) day following receipt by the Corporation of the written notice from the Investor outlining the material non-public information relating to the Corporation or any of its Subsidiaries known to the Investor, the Corporation shall, through a press release or other public announcement (each, a “Cleansing Document”) in compliance with Regulation FD, make the Cleansing Announcement, including filing a copy of the Cleansing Document on the System for Electronic Document Analysis and Retrieval.

The obligation for the Corporation to make a Cleansing Announcement under Section 6.4(a) shall not apply:

if the Board determines in good faith, after consultation with its financial and legal advisors, that the making of such Cleansing Announcement would: (A) in the case of information derived from the Investor’s role as Offtaker, have a material adverse effect on the Corporation; provided that the obligation of the Corporation to make a Cleansing Announcement in such case shall be deferred for a period of not more than ninety (90) days from the date of the receipt of the written notice from the Investor in Section 6.4(a)(ii) (such 90-day period is referred to herein as a “Offtake Cleansing Blackout Period”), provided, that after any initial Offtake Cleansing Blackout Period, the Corporation may not invoke a subsequent Offtake Cleansing Blackout Period until 12 months have elapsed from the end of

during any periodic blackout period imposed by Corporation pursuant to its disclosure policy for as long as the Investor Nominee is serving as a director of the Corporation.

Privilege

Foreign Investment Review

Prior to making, or accepting, any ownership investment after the date hereof, the Corporation shall, as applicable under the relevant laws and regulations, and unless the Investor has agreed otherwise, take such steps as are at that time available under the Investment Canada Act to obtain certainty prior to completion regarding the status of the investment under the national security review provisions of the Investment Canada Act.

Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the Corporation and its Subsidiaries agree to cooperate with any inquiry by CFIUS or Canadian Governmental Entities with respect to the Corporation’s business (or that of its Subsidiaries) or any past or new investment the Corporation or its Subsidiaries have received or undertaken, or receive or undertake, including by providing any information and documentary material lawfully required or requested by CFIUS or Canadian Governmental Entities, after due discussion with CFIUS or Canadian Governmental Entities. Without limiting the foregoing, following the conclusion of any applicable appeal or review process, the Corporation and its Subsidiaries shall take any and all actions to comply with any valid order, writ, judgment, ruling, assessment, injunction, decree, stipulation, determination, undertaking, commitment, mitigation measure, agreement, or award entered by or with CFIUS or any Canadian Governmental Entity with respect to any such investment the Corporation or its Subsidiaries have received or undertaken, or receive or undertake.

The Corporation and its Subsidiaries shall promptly inform the Investor of any such inquiry, and keep Investor reasonably informed regarding the existence of, and efforts to address and resolve, any action, investigation, review, or inquiry of any kind, including but not limited to formal, informal, written, or oral, involving the Corporation or its Subsidiaries relating to any developments in any regulatory process resulting from such inquiry.

In the event that CFIUS requests that the Corporation or its Subsidiaries submit a joint voluntary notice (“Joint Notice”) with respect to any previous investment they have received, the Corporation shall promptly inform the Investor, consult with the Investor regarding responding to CFIUS, and prepare and submit a Joint Notice to CFIUS, or take other necessary and appropriate action to respond to such request.

In the event that CFIUS initiates a unilateral review of any previous investment the Corporation or its Subsidiaries have received, the Corporation shall promptly inform the Investor, consult with the Investor in connection with responding to such action by CFIUS, and take necessary and appropriate action in order to resolve CFIUS’s concerns.

As applicable under relevant law, the Corporation and its Subsidiaries shall provide or cause to be provided commercially reasonable assurances or agreements as required by CFIUS or the President of the United States, or the applicable Minister under the Investment Canada Act, including entering into a mitigation agreement, letter of assurance, national security agreement, or other similar arrangement or agreement; provided however, that such assurance or agreement does not have a material adverse effect on the Corporation or its Subsidiaries.

The Corporation represents and warrants that it and its Subsidiaries have provided, and covenants to provide, to the best of its knowledge, truthful and complete information to CFIUS and Canadian Governmental Entities with respect to inquiries or requests that the Corporation or its Subsidiaries have received or may receive, as applicable.

The Corporation and its Subsidiaries shall promptly advise the Investor of the receipt of any communication from CFIUS or a Canadian Governmental Entity relating to the Investor and shall consult with and obtain the consent of the Investor prior to communicating with CFIUS or a Canadian Governmental Entity relating to the Investor.

Restrictions on Transactions with FEOCs

Demand Registration Rights

For so long as the Investor meets the 2.5% Threshold, the Investor may require the Corporation to register all or a portion of the Registrable Securities then held by the Investor and its Affiliates by filing a Registration Statement and a Prospectus and taking such other steps as may be necessary to facilitate a Distribution of all or any portion of the Registrable Securities held by the Investor or its Affiliates.

Any such registration effected pursuant to this Section 8.1 is referred to herein as a “Demand Registration.”

Any such request shall be made by a notice in writing (a “Request”) to the Corporation and shall specify the number and the class or classes of Registrable Securities to be sold (the “Designated Registrable Securities”) by the Investor, the intended method of disposition, whether such offer and sale shall be made by an underwritten public offering and the jurisdiction(s) in which the filing is to be effected. The Corporation shall, subject to Applicable Securities Laws, use its commercially reasonable efforts to file within 30 days after receipt of the Request: (i) a Registration Statement in compliance with applicable U.S. Securities Laws and (ii) a Prospectus in compliance with applicable Canadian Securities Laws, in order to permit the Distribution of all of the Designated Registrable Securities of the Investor specified in a Request. The parties shall cooperate in a timely manner in connection with such Distribution and the procedures in Schedule A shall apply.

The Corporation shall not be obliged to effect:

more than two Demand Registrations in any twelve (12) month period; provided that for purposes of this Section 8.1, a Demand Registration pursuant to which the Designated Registrable Securities are to be sold shall not be considered as having been effected until (1) the Registration Statement has been declared effective by the SEC and (2) a receipt has been issued by the Canadian Securities Authorities for the Prospectus and has not been withdrawn or suspended; or

a Demand Registration in the event the Corporation determines in its good faith judgment, after consultation with its financial and legal advisors, that (A) either (I) the effect of the filing of a Registration Statement and Prospectus would have a material adverse effect on the Corporation because such action would materially interfere with a material acquisition, reorganization or similar material transaction involving the Corporation; or (II) there exists at the time material non-public information relating to the Corporation the disclosure of which would be materially adverse to the Corporation, and (B) that it is therefore in the best interests of the Corporation to defer the filing of a Registration Statement and Prospectus at such time, in which case the Corporation’s obligations under this Section

In the case of an underwritten public offering of Registrable Securities initiated pursuant to this Section 8.1, the Investor shall have the right to select the managing underwriter(s) or managing agent(s) and the counsel retained which shall perform such offering.

The Investor shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement and Prospectus pursuant to this Section 8.1 without incurring any liability to the Corporation or any other Person by giving written notice to the Corporation of its request to withdraw; provided, however, that:

such request must be made in writing ten (10) Business Days prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such offering; and

such withdrawal shall be irrevocable.

For the avoidance of doubt, the registration rights granted pursuant to the provisions of this Section 8.1 shall be in addition to the registration rights granted pursuant to Section 8.2, below.

Piggyback and Shelf Registration Rights

Piggyback Registration. Each time the Corporation elects to proceed with the preparation and filing of (i) a Registration Statement under any U.S. Securities Laws or (ii) a Prospectus under any Canadian Securities Laws, in each case in connection with a proposed Distribution of any of its securities, whether by the Corporation or any of its security holders, the Corporation shall give written notice thereof to the Investor as soon as practicable. In such event, the Investor shall be entitled, by notice in writing given to the Corporation within twenty (20) days (except in the case of a “bought deal” in which case the Investor shall have only twenty-four (24) hours) after the receipt of any such notice by the Investor, to require that the Corporation cause any or all of the Registrable Securities held by the Investor (the “Piggyback Registrable Securities”) to be included in such Prospectus (such qualification being hereinafter referred to as a “Piggyback Registration”). Notwithstanding the foregoing:

in the event the lead underwriter or lead agent for the offering advises the Corporation and the Investor that in its good faith opinion, the inclusion of such Registrable Securities may materially and adversely affect the price or success of the offering, the Corporation shall include in such Registration, in the following priority: (i) first, such number of securities the Corporation proposes to sell; (ii) second, a number of Piggyback Registrable Securities requested by the Investor to be included in such Piggyback Registration to the extent that such lead underwriter or lead agent reasonably believes such securities may be included in the offering without materially and adversely affecting the price or success of the offering; and (iii) third, such number of other securities requested by any other shareholder of the Corporation to be included in such Piggyback Registration to the extent that such lead underwriter or lead agent reasonably believes such securities may be included in the offering without materially and adversely affecting the price or success of the offering;

the Corporation may at any time before the effective date of such Registration Statement, and without the consent of the Investor, abandon the proposed offering in which the Investor has requested to participate; and

the Investor shall have the right to withdraw its request for inclusion of its Piggyback Registrable Securities in any Registration Statement and Prospectus pursuant to this Section 8.2 without incurring any liability to the Corporation or any other Person by giving written notice to the Corporation of its request to withdraw; provided, however, that:

Shelf Registration

The Investor shall, subject to Section 8.1(d), have the right to require the Corporation at any time and from time to time to file a Registration Statement, including a Registration Statement covering the resale of all Registrable Securities on a delayed or continuous basis, pursuant to MJDS or on Form F-3 or Registration Statement that may be available at such time (a “Shelf Registration Statement”), and if necessary pursuant to the MJDS in connection therewith, to file a Canadian Prospectus pursuant to the provisions of National Instrument 44-102 - Shelf Distributions, which, for greater certainty, shall include BC Instrument 45-503 - Exemption from Certain Prospectus Requirements for Canadian Well-known Seasoned Issuers, and take such other steps as may be necessary to register the Distribution in the United States of all or any portion of the Registrable Securities held by the Investor (a “Shelf Registration”), by giving a notice with the information required in Section 8.1(c) to the Corporation.

Upon exercise of a Shelf Registration right as set forth in Section 8.2(b)(i), the Corporation shall, and subject to Applicable Securities Laws, use its commercially reasonable efforts to file within 30 days after receipt of the Request a Shelf Registration Statement relating to such Shelf Registration and cause such Shelf Registration Statement to become effective under the U.S. Securities Act, and, as required, prepare and file a preliminary Canadian Base Shelf Prospectus (if applicable) and a final Canadian Base Shelf Prospectus relating to such Shelf Registration and secure the issuance of a receipt for such preliminary Canadian Base Shelf Prospectus (if applicable) and final Canadian Base Shelf Prospectus, and promptly thereafter take such other steps as may be necessary in order to permit the Distribution in the United States of all or any portion of the Registrable Securities of the shareholders requested to be included in such Shelf Registration.

Upon filing any Shelf Registration Statement and, if required, a Canadian Base Shelf Prospectus, the Corporation shall use its commercially reasonable efforts to keep such Shelf Registration Statement effective with the SEC and, if required such Canadian Base Shelf Prospectus effective with the applicable Canadian Securities Authorities, respectively, at all times and to re-file such Shelf Registration Statement or renew such Canadian Base Shelf Prospectus upon its expiration by filing a preliminary Canadian Base Shelf Prospectus (if applicable) and final Canadian Base Shelf Prospectus, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing any Shelf Registration Statement or Canadian Base Shelf Prospectus related to such Shelf Registration as may be reasonably requested by the Investor or as otherwise required, until such time as all Registrable Securities that could be sold pursuant to such Shelf Registration Statement have been sold, are no longer outstanding or otherwise cease to be “Registrable Securities”.

For so long as the Investor meets the 2.5% Threshold, and at any time that a Shelf Registration Statement is effective, if the Investor delivers a notice to the Corporation stating that it intends to effect an underwritten public offering of all or part of the Registrable Securities included on the Shelf Registration Statement (a “Shelf Underwritten Offering”), then the Corporation shall file a prospectus supplement to the Shelf Registration Statement and any applicable Canadian Prospectus as may be necessary to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering, which Shelf Underwritten Offering shall be deemed a “Demand Registration” for all purposes in this Agreement. Such notice shall include substantially the same information as required by Section 8.1(c) for a Request and shall be considered a “Request” for all purposes in this Agreement, to the extent the applicable as the context may require. The Investor’s rights to request a Shelf Underwritten Offering under the Shelf

Expenses

Other Sales

Future Registration Rights

Preparation; Reasonable Investigation

Indemnification

In connection with any Demand Registration, Piggyback Registration and Shelf Registration, the Corporation shall indemnify and hold harmless the Investor, each underwriter or agent involved in the Distribution of Registrable Securities thereunder, each of their respective members, directors, officers, employees and agents, and each Person, if any, who controls such Investor, underwriter or agent within the meaning of the U.S. Securities Act or the U.S. Exchange Act against any losses, claims, damages or liabilities (including reasonable counsels’ fees) (“Losses”), joint or several, to which the Investor, or such underwriter or agent or controlling Person or any of their directors, officers, employees or agents may become subject, insofar as such Losses, (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement or Prospectus, or any amendment or supplement thereof, (ii) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) arise out of or are based upon any violation or alleged violation by the Corporation (or any of its agents or Affiliates) of any Applicable Securities Law, and the Corporation will pay to each the Investor, underwriter, agent or controlling Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Losses may result, as such expenses are incurred; provided, however, that the Corporation shall not be liable in any such case if and to the extent that any such Losses arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by the Investor, such underwriter or agent or such controlling Person expressly for use in connection with such registration; provided further, however, that the indemnity agreement contained in this Section 8.7(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Corporation, which consent shall not be unreasonably withheld.

In connection with any Demand Registration, Piggyback Registration and Shelf Registration, the Investor shall indemnify and hold harmless the Corporation, its directors, each officer who has signed the Registration Statement, and each underwriter or agent involved in the Distribution of Registrable Securities thereunder, and each Person, if any, who controls such Investor, underwriter or agent within the meaning of the U.S. Securities Act or the U.S. Exchange Act to the same extent as the indemnity referred to in clause (a) above from the Corporation to the Investor, but only to the extent that any such Losses arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by the Investor; provided, however, that the indemnity agreement contained in this Section 8.7(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; provided further, however, that in no event shall the aggregate amounts payable by the Investor by way of indemnity or contribution under Section 8.7(b) and 8.7(d) exceed the proceeds from the offering received by the Investor (net of any commissions paid by the Investor), except in the case of fraud or willful misconduct by the Investor.

Promptly after receipt by an indemnified party under this Section 8.7 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8.7, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 8.7, only to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 8.7.

To provide for just and equitable contribution to joint liability under the U.S. Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 8.7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 8.7 provides for indemnification in such case, or (ii) contribution under the U.S. Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 8.7, then, and in each such case, such parties will contribute to

Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; provided, however, that any matter expressly provided for or addressed by the foregoing provisions that is not expressly provided for or addressed by the underwriting agreement shall be controlled by the foregoing provisions.

Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Corporation and the Investor under this Section 8.7 shall survive the completion of any offering of Registrable Securities in a registration under this Article 8, and otherwise shall survive the termination of this Agreement or any provision(s) of this Agreement.

Sale by Affiliates

Rule 144 and Regulation S

Notices

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by fax or e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows:

in the case of the Investor:

in the case of the Corporation:

Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. (Toronto time) at the place of receipt, then on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

Either party may at any time change its address for service from time to time by giving notice to the other party in accordance with this Section 9.1.

Changes in Capital of the Corporation or Reorganization of the Corporation

Non-Circumvention

Termination

Amendments and Waivers

Assignment

Successors and Assigns

No Third Party Beneficiaries

Expenses

Further Assurances

Amendment and Restatement of Original Investor Rights Agreement

Right to Injunctive Relief

Counterparts

Upon receipt of a Request from the Investor, the Corporation shall use its reasonable best efforts to effect the Distribution of Registrable Securities of the Investor, and pursuant thereto the Corporation shall use its reasonable best efforts to as expeditiously as possible:

following the Corporation’s receipt of the Request in respect of the exercise of a Demand Registration right pursuant to Section 8.1(a) or a Shelf Registration right pursuant to Section 8.2(b) (and in any event within 21 days of a Shelf Registration right pursuant to Section 8.2(b)) in respect of a Distribution in the United States, as applicable, prepare and file with the SEC a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable Securities by the Investor or by the Corporation in accordance with the intended method or methods of distribution thereof (which may be a Registration Statement filed on Form F-10 under the MJDS (if then available)), make all required filings with FINRA, and, if such Registration Statement is not automatically effective upon filing, use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable and to remain effective as provided herein; provided, however, before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including Free Writing Prospectuses) and, to the extent reasonably practicable, documents that would be incorporated by reference or deemed to be incorporated by reference in a Registration Statement filed pursuant to a Demand Registration, the Corporation shall furnish or otherwise make available to the Investor, its counsel and the managing underwriter(s), if any, copies of all such documents proposed to be filed (including exhibits thereto), which documents will be subject to the reasonable review and comment of the Investor and counsel, and such other documents reasonably requested by the Investor and counsel, including any comment letter from the SEC, and, if requested by the Investor or counsel, provide the Investor or counsel, as applicable, reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the U.S. Securities Act, including reasonable access to the Corporation’s books and records, officers, accountants and other advisors. The Corporation will include comments to any Registration Statement and any amendments or supplements thereto from the Investor or its counsel, or the managing underwriters, if any, as reasonably requested on a timely basis;

prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith and such Free Writing Prospectuses and U.S. Exchange Act reports as may be necessary to keep such Registration Statement continuously effective during the applicable period provided herein and comply in all material respects with the provisions of the U.S. Securities Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be supplemented by any prospectus supplement as may be necessary to comply with the provisions of the U.S. Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the U.S. Securities Act in each case, until such time as all of such securities have been disposed of in accordance with the intended method or methods of disposition by the Investor set forth in such Registration Statement or otherwise cease to be “Registrable Securities”;

prepare and file with the Canadian Securities Authorities as soon as practicable following the Corporation’s receipt of the Request, a Prospectus relating to the applicable Demand Registration, Piggyback Registration or Shelf Registration and any other documents reasonably necessary, including amendments and supplements in respect of those documents, to permit the Distribution and, in so doing, act as expeditiously as is practicable and in good faith to settle all deficiencies and obtain those receipts and clearances and provide those undertakings and commitments as may be reasonably required by the Canadian Securities Authorities, all as may be necessary to permit the Distribution of such securities in compliance with applicable Canadian Securities Laws, and furnish to the Investor and the managing underwriters or underwriters, if any, copies of such Canadian Prospectuses and any amendments or supplements in the form filed with the Canadian Securities Authorities, promptly after the filing of such Canadian Prospectuses, amendments or supplements;

subject to applicable Canadian Securities Laws, keep the Prospectus effective until the Investor has completed the Distribution described in the Prospectus;

notify the Investor and the managing underwriter(s) or managing agent(s), if any, and (if requested) confirm such advice in writing, as soon as practicable after notice thereof is received by the Corporation (A) when the Registration Statement, Prospectus or any amendment thereto has been filed, and, to furnish the Investor and managing underwriter(s) or managing agent(s) with copies thereof, (B) of any request by the SEC for amendments to the Registration Statement or related Prospectus or for additional information, (C) of any request by the Canadian Securities Authorities for amendments to the Prospectus or for additional information, (D) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for that purpose, (E) of the issuance by the Canadian Securities Authorities of any stop order or cease trade order relating to the Prospectus or any order preventing or suspending the use of any Prospectus or the initiation or threatening for any proceedings for such purposes, and (F) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of the Registrable Securities for Distribution in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

promptly notify the Investor and the managing underwriter(s), if any, (A) at any time the representations and warranties contemplated by any underwriting agreement, securities/sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects, and (B) the happening of any event as a result of which the Registration Statement or Prospectus contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which it was made) not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement the Registration Statement or Prospectus in order to comply with the Applicable Securities Laws and, in either case as promptly as practicable thereafter, prepare and file with the SEC or Canadian Securities Authorities and furnish without charge to the Investor and the managing underwriter(s) or managing agent(s), if any, a supplement or amendment to such Registration Statement or Prospectus, which shall correct such statement or omission or effect such compliance;

use commercially reasonable efforts to prevent the issuance of any stop order, cease trade order or other order suspending the use of any Registration Statement or Prospectus or suspending any qualification of the Registrable Securities covered by the Registration Statement or Prospectus and, if any such order is issued, to obtain the withdrawal of any such order;

furnish to the Investor and each managing underwriter or managing agent, without charge, as applicable, one executed copy and as many conformed copies as they may reasonably request, of the Registration Statement and Prospectus and any amendment thereto, including financial statements and schedules, all documents incorporated therein by reference, and provide the Investor and its counsel with an opportunity to review, and provide comments to the Corporation on the Registration Statement and Prospectus;

deliver to the Investor and the underwriters for an underwritten offering or the agents for an agency offering, if any, without charge, as many copies of the Registration Statement and Prospectus and any amendment or supplement thereto as such Persons may reasonably request (it being understood that the Corporation consents to the use of the Registration Statement and Prospectus or any amendment thereto by the Investor and the underwriters or agents, if any, in connection with the Distribution of the Registrable Securities covered by the Registration Statement or Prospectus or any amendment or supplement thereto) and such other documents as the Investor may reasonably request in order to facilitate the Distribution of the Registrable Securities by such Person;

use its commercially reasonable efforts to qualify, and cooperate with the Investor, the managing underwriter or managing agent, if any, and their respective counsel in connection with the qualification of such Registrable Securities for Distribution in compliance with the Applicable Securities Laws as any such Person, underwriter or agent reasonably requests in writing; and

in connection with any underwritten offering or agency offering, enter into customary agreements, including an underwriting agreement or agency agreement, as applicable, such agreement to be satisfactory in substance and form to each of the Investor and the Corporation and the underwriters or agents, each acting reasonably, and to contain such representations and warranties by the Corporation and such other terms as are generally prevailing in agreements of these types, it being understood for the avoidance of doubt that the Investor shall not be required to make any representations or warranties to or agreements with the Corporation or the underwriters’ or agents’ other than representations, warranties or agreements regarding the Investor and the Corporation’s intended method of distribution and any other representation required by Law or as are generally prevailing in such underwriting or agency agreements for secondary offerings, as the case may be, and furnish to the underwriters or agents and the Investor, among other things:

an opinion of counsel representing the Corporation for the purposes of such registration, addressed to the underwriters or agents, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering or agents in an agency public offering;

such corporate certificates, satisfactory to the managing underwriter or underwriters acting reasonably, as are customarily furnished in securities offerings, and, in each case, covering substantially the same matters as are customarily covered in such documents in the relevant jurisdictions and such other matters as the managing underwriter or underwriters may reasonably request; and

a “comfort letter” dated such date from the independent public accountants retained by the Corporation, addressed to the underwriters or agents, in form and substance as is customarily given in an underwritten or agency public offering, as applicable, provided that the Investor has made such representations and furnished such undertakings as the independent public accountants may reasonably require;

as promptly as practicable after filing with the SEC or Canadian Securities Authorities, any document which is incorporated by reference into the Registration Statement or Prospectus, provide copies of such document to counsel for the Investor and to the managing underwriters or managing agents, if any;

provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all Registrable Securities, not later than the closing date of the offering;

make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters or agents (taking into account the needs of the Corporation’s businesses and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten or agency offering;

promptly prior to the filing of any document which is to be incorporated by reference into the Registration Statement or Prospectus, provide copies of such document to counsel for the Investor and to each lead underwriter or lead agent, if any, and make the Corporation’s Representatives reasonably available for discussion of such document and make such changes in such document concerning the Investor prior to the filing thereof as counsel for the Investor or underwriters or agents may reasonably request;

cooperate with the Investor and the lead underwriter or lead agent, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or agents or, if not an underwritten or agency offering, in accordance with the instructions of the sellers of Registrable Securities at least three (3) Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof;

cooperate with the Investor and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

in the case of a Distribution under a Registration Statement, otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC (including Regulation M), and make available, as soon as reasonably practicable (but no more than 18 months after the effective date of the Registration Statement or such later date as provided by Section 11(d) of the U.S. Securities Act), an earnings statement covering the period of at least 12 months beginning with the first day of the Corporation’s first full calendar quarter after the effective date of the Registration Statement (or such later date as provided by Section 11(d) of the U.S. Securities Act), which earnings statement will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 thereunder;

take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the Distribution of such Registrable Securities; and

take such other actions and execute and deliver such other documents as may be reasonably necessary to give full effect to the rights of the Investor under this Agreement.

The Corporation may require the Investor, as to which any Registration is being effected, to furnish to the Corporation such information regarding the Distribution of such securities and such other information relating to such Person and its ownership of Registrable Securities as the Corporation may from time to time reasonably request in writing. The Investor agrees to furnish such information to the Corporation and to cooperate with the Corporation as necessary to enable the Corporation to comply with the provisions of this Agreement. The Investor shall notify the Corporation immediately upon the occurrence of any event as a result of which any of the aforesaid Registration Statement or Prospectuses includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they are made) not misleading.