Superior Plus Corp.

INVESTOR RIGHTS AGREEMENT

THIS AGREEMENT made the 13th day of July, 2020,

AMONG:

SPC PIPE L.P. , a Delaware limited partnership,

(the “ Investor ”),

and -

SUPERIOR PLUS CORP. , a corporation existing under the federal laws of Canada,

(hereinafter referred to as the “ Parent ”),

and -

SUPERIOR PLUS US HOLDINGS INC. , a corporation existing under the laws of the State of Delaware,

(hereinafter referred to as the “ Issuer ”),

WHEREAS , as of the date hereof, the Investor does not beneficially own or control any Common

Shares;

AND WHEREAS the Parent, the Issuer and Brookfield BBP Canada Holdings Inc. (“ BBP ”), a corporation existing under the laws of the Province of Ontario, have entered into a securities subscription agreement dated as of June 8, 2020 (as amended by an amending agreement among such parties dated July 12, 2020, the “ Subscription Agreement ”) pursuant to which BBP agreed to subscribe for the Purchased Series 1 Preferred Shares (as defined below);

AND WHEREAS , on July 12, 2020, BBP assigned all of its rights, interests and obligations under the Subscription Agreement to the Investor;

AND WHEREAS in connection with the Investor’s subscription pursuant to the Subscription Agreement, the Issuer and the Parent have agreed to grant certain rights set out herein to the Investor, on the terms and subject to the conditions set out herein;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“ 7.5% Beneficial Ownership Requirement ” means that the As-Exchanged Ownership of the Investor continues to be equal to or greater than 7.5%; provided that, for purposes of this definition, the As-Exchanged Ownership of the Investor shall be calculated by excluding from the denominator in the calculation of such percentage any Common Shares issued pursuant to an Exempt Issuance (except to the extent such Common Shares issued pursuant to such Exempt Issuance have otherwise been taken into account in the calculation of such percentage by reason of an adjustment to, as applicable (i) the Exchange Price (as defined in the Series 1 Preferred Share Terms) pursuant to Section 5.5 of the Series 1 Preferred Share Terms, or (ii) the Conversion Price (as defined in the Parent Preferred Share Terms) pursuant to Section 5.5 of the Parent Preferred Share Terms);

“ Acquiring Person ” shall have the meaning given to it in the Shareholder Rights Plan;

“ Act ” means the Canada Business Corporations Act ;

“ Affiliate ” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified; provided, however, that (i) the Parent and its Subsidiaries shall not be deemed to be Affiliates of the Investor or any of its Affiliates, (ii) the Investor’s Affiliates shall not include the Investor’s Disaggregated Affiliates, and (iii) the Investor’s Affiliates shall not include Oaktree Capital Group LLC, Oaktree Capital Group Holdings, L.P., Brookfield Public Securities Group LLC, Atlas OCM Holdings LLC and their respective subsidiaries. For the purposes of this definition, “control” when used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise;

“ Approved Change of Control Transaction ” means a proposed Change of Control Transaction which has been approved by a majority of the independent members of the Board of Directors and, if applicable, publicly recommended for acceptance or approval by shareholders of the Parent by the Board of Directors;

“ Articles of Amendment ” means the articles of amendment of the Parent creating the Special Voting Shares and Parent Preferred Shares;

“ As-Exchanged Ownership of the Investor ” means, as at any date, the aggregate interest of the Investor and its Affiliates calculated as that fraction, expressed as a percentage, (a) the numerator of which shall be the sum of (i) the number of Exchange Common Shares for which the Series 1 Preferred Shares or Parent Preferred Shares beneficially owned or controlled by the Investor and its Affiliates at the relevant date are exchangeable or convertible, as applicable (without giving effect to the Exchange Cap or Conversion Cap, respectively), plus (ii) the number of Common Shares beneficially owned or controlled by the Investor and its Affiliates as a result of the exchange of the Purchased Series 1 Preferred Shares, conversion of Parent Preferred Shares or exercise of the Participation Right, at the relevant date (including any Common Shares underlying any Convertible Securities beneficially owned or controlled by the Investor and its Affiliates as a result of exercise of the Participation Right); and (b) the denominator of which shall be the number of Common Shares outstanding as at such relevant date, plus the number of Common Shares issuable or deliverable upon exchange of the Purchased Series 1 Preferred Shares (without giving effect to the Exchange Cap) or conversion of the Parent Preferred Shares (without giving effect to the Conversion Cap), plus any Common Shares underlying Convertible Securities issued in a Subsequent Offering;

“ Back Leverage ” means the (a) incurrence of indebtedness by the Investor (or an Affiliate thereof) to (i) finance a portion of its purchase of the Series 1 Preferred Shares, (ii) finance a return of capital with respect to its investment in the Series 1 Preferred Shares or Parent Preferred Shares, or (iii) refinance or replace indebtedness described in this clause (a), and (b) granting of Encumbrances (as defined in the Subscription Agreement) by the Investor to secure payment of such indebtedness, including on the Series 1 Preferred Shares, Parent Preferred Shares, any Common Shares and any rights under, or with respect to, the Voting Trust Agreement and the Special Voting Shares, in each case, held by the Investor or its permitted transferees or Affiliates;

“ Base Shelf Prospectus ” has the meaning ascribed thereto in National Instrument 44-102 – Shelf Distributions ;

“ Board of Directors ” means the board of directors of the Parent;

“ Business Day ” means any day, other than: (a) a Saturday, Sunday or statutory holiday in the Provinces of Ontario or Alberta or the State of New York; or (b) a day on which banks are generally closed in the Provinces of Ontario or Alberta or the State of New York;

“ Canadian Securities Acts ” means the applicable securities legislation of each of the provinces of Canada and all published regulations, policy statements, Orders, rules, instruments, rulings and interpretation notes issued thereunder or in relation thereto, as the same may hereafter be amended from time to time or replaced;

“ Canadian Securities Commissions ” means the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada;

“ Certificate of Amendment ” means the certificate of amendment of the certificate of incorporation of the Issuer under the General Corporation Law of the State of Delaware in order to create the Series 1 Preferred Shares;

“ Change of Control Transaction ” shall mean the occurrence of any of the following:

(a) (i) the direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the properties or assets of the Parent and its Subsidiaries, taken as a whole, to any Person (other than to the Parent or to any wholly-owned Subsidiary of the Parent), or (ii) a plan or scheme of arrangement, merger, amalgamation, consolidation, share sale or other transaction or series of related transactions, in which all of the Common Shares are exchanged for, converted into, acquired for, or constitute solely the right to receive, other securities, cash or other property, in each case of (i) or (ii), that would result in the Persons who beneficially own, directly or indirectly, the Common Shares (or other voting shares of the Parent, on an asexchanged or as-converted basis, as applicable) as of immediately prior to such transaction ceasing to beneficially own, directly or indirectly, a majority of the outstanding Common Shares (or other voting shares of the Parent or outstanding common equity securities of the surviving entity, in each case, on an as-exchanged or as-converted basis, as applicable) immediately following the completion of such transaction; or
(b) the consummation of any transaction or series of related transactions (including, without limitation, pursuant to a merger, amalgamation or consolidation), the result of which is that any Person, including any Persons acting jointly or in concert with such Person, becomes the beneficial owner, directly or indirectly, of shares of the Parent’s common equity
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representing more than 50% of the voting power of all of the Parent’s then-outstanding common equity, on an as-exchanged or as-converted basis, as applicable;

“ Common Shares ” means the common shares in the capital of the Parent;

“ Competitor ” means (i) [ redacted ] and (ii) any Person that is dedicated to the retail distribution of propane or production of specialty chemicals and that competes with the propane distribution or specialty chemicals businesses of the Parent or any of its Subsidiaries in Canada or the United States, in each case, that commenced such competing business line after the date hereof and has gross revenues in such competing business line in excess of $500,000,000;

“ Confidential Information ” means, subject to Section 5.9(d), any and all information, in any form or medium, written or oral, whether concerning or relating to the Parent, its Subsidiaries, or its and their respective officers and employees (whether prepared by the Parent or on behalf of the Parent or otherwise, and irrespective of the form or means of communication) that is furnished to the Investor or its Representatives by or on behalf of the Parent at any time, whether before, upon or after the execution of this Agreement, including all oral and written information relating to financial statements, projections, evaluations, plans, programs, customers, suppliers, facilities, equipment and other assets, products, processes, manufacturing, marketing, research and development, trade secrets, know-how, patent applications that that have not been published, technology and other confidential information and intellectual property of the Parent and its Subsidiaries. “ Confidential Information ” shall be deemed to include the portion of all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by the Investor and its Representatives that contain, reflect or are based upon, in whole or part, the information furnished to or on behalf of the Parent;

“ Confidentiality Agreement” means the confidentiality agreement dated January 24, 2020 between the Parent and Brookfield Special Opportunities LLC;

“ Convertible Securities ” means securities which are exercisable for, convertible into or exchangeable for Common Shares;

“ Demand Registration ” has the meaning given to such term in Section 4.2(a);

“ Demand Registration Request ” has the meaning given to such term in Section 4.2(a);

“ Disaggregated Affiliate ” means, in respect of any Person, an Affiliate of such Person which may be disaggregated in accordance with the principles in National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ;

“ Distribution Expenses ” means any and all fees and expenses incidental to the Parent’s performance of, or compliance with, the terms of a Registration hereunder, including: (i) the Canadian Securities Commissions, Canadian stock exchange registration listing and filing fees, (ii) fees and expenses of compliance with Securities Laws, (iii) printing, copying, messenger, delivery and translation expenses, (iv) expenses incurred in connection with any “road show” and marketing activities, (v) reasonable fees, expenses and disbursements of legal counsel to the Parent in all relevant jurisdictions, (vi) reasonable fees, expenses and disbursements of legal counsel to the Investor in all relevant jurisdictions, up to $50,000 per distribution contemplated hereby, (vii) reasonable fees, expenses and disbursements of the Parent’s auditors in connection with a Registration, including the expenses of any special audits or “comfort” letters, (viii) all rating agency fees, (ix) all transfer agents’, depositaries’ and registrars’ fees, and (x) any other fees,

expenses and/or commissions payable to an underwriter, investment banker, manager or agent customarily paid by issuers or sellers of securities, other than Selling Expenses;

“ DRIP ” means the Parent’s Dividend Reinvestment and Optional Share Purchase Plan or any similar dividend reinvestment plan approved by the Board of Directors;

“ Exchange Agreement ” means the exchange and support agreement entered into between the Investor, the Parent and the Issuer on the date hereof, as amended, supplemented, restated, converted, exchanged or replaced from time to time;

“ Exchange Common Shares ” means the Common Shares issuable or deliverable to the Investor upon exchange of the Purchased Series 1 Preferred Shares or upon conversion of the Parent Preferred Shares, as applicable;

“ Exempt Issuance ” means the issuance by the Parent of Common Shares or Convertible Securities: (a) as full or partial consideration to any third party sellers in connection with any merger, business combination or similar transaction, tender offer, exchange offer, formal take-over bid, statutory amalgamation, statutory arrangement or other statutory procedure, or purchase of the securities or assets of a corporation or other entity; (b) pursuant to a rights offering by the Parent to all of its holders of Common Shares for which an adjustment to the Exchange Price or Conversion Price is required to be made pursuant to Section 5.5 of the Series 1 Preferred Share Terms or Section 5.5 of the Parent Preferred Share Terms, respectively; (c) upon the exercise, exchange or conversion of any Convertible Securities: (i) that are outstanding as of the date of this Agreement, provided such exercise, exchange or conversion is effected pursuant to the terms of such securities as are in effect on the date of this Agreement; or (ii) that were issued as part of a Subsequent Offering that was offered to the Investor in accordance with Section 3.1, to the extent required by that section; (d) pursuant to employee, advisor, director or advisory board compensation arrangements, including stock option or other equity based compensation plans, in each case, that have been approved by the Board of Directors; (e) as a result of the consolidation or subdivision of any securities of the Parent or its Subsidiaries, or as special distributions, stock dividends or payments in kind or similar transactions for which an adjustment to the Exchange Price or Conversion Price is required to be made pursuant to Section 5.5 of the Series 1 Preferred Share Terms or Section 5.5 of the Parent Preferred Share Terms, respectively, or dividends were paid in accordance with Section 2.4 of the Series 1 Preferred Share Terms or Section 2.4 of the Parent Preferred Share Terms, respectively; (f) as a bona fide commission or finder’s fee paid to a third party on arm’s length terms approved by a majority of the disinterested members of the Board of Directors; (g) pursuant to the Shareholder Rights Plan or any similar shareholder rights plan approved by a majority of the disinterested members of the Board of Directors; (h) pursuant to the DRIP; (i) to the Investor or any of its Affiliates; and (j) pursuant to the Subscription Agreement;

“ Exercise Notice ” has the meaning given to such term in Section 3.1(c);

“ Exercise Notice Period ” has the meaning given to such term in Section 3.1(c);

“ Extraordinary Transaction ” has the meaning given to such term in Section 5.3(a)(iii);

“ Governmental Enti t y ” means any domestic or foreign federal, provincial, regional, state, municipal, local or other government, governmental department, agency, arbitrator, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory or self-regulatory

authority, including any securities regulatory authorities and stock exchange including the TSX and any other exchange on which the securities of the Parent are listed or posted for trading;

“ Guarantee Agreement ” means the subordinated guarantee agreement to be entered into among the Investor and the Parent on the date hereof;

“ Independent of Brookfield ” means a Person who is not a current employee, officer, director, principal or Affiliate of the Investor or its Affiliates as of the applicable date of determination;

“ Investor Indemnified Parties ” has the meaning given to such term in Section 4.7(a);

“ Investor Nominee ” has the meaning given to such term in Section 2.1(a);

“ Investor ” has the meaning given to such term in the recitals hereto;

“ Insolvent ” means, in respect of a Person, that such Person is unable to pay its debts as they become due, or will become unable to do so within the next 90 days;

“ Issuer ” has the meaning given to such term in the recitals hereto;

“ Laws ” means any and all federal, state, provincial, regional, national, foreign, local, municipal or other laws, statutes, acts, treaties, constitutions, principles of common law, resolutions, ordinances, proclamations, directives, codes, edicts, Orders, rules, regulations, rulings or requirements or other legally binding directives or guidance issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity and includes Securities Laws;

“ Management Nominees ” has the meaning given to such term in Section 2.1(b);

“ MI 61-101 ” Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ;

“ Ontario Act ” means the Securities Act (Ontario);

“ Order ” means any judgment, decision, decree, injunction, ruling, writ, assessment or order of any Governmental Entity that is binding on any Person or its property under applicable Law;

“ Ownership Certificate ” has the meaning given to such term in Section 5.6(a);

“ Parent ” has the meaning given to such term in the recitals hereto;

“ Parent Indemnified Parties ” has the meaning given to such term in Section 4.7(b);

“ Parent Preferred Share Terms ” means the terms of the Parent Preferred Shares as set forth in Schedule B;

“ Parent Preferred Shares ” means the Series 2 Preferred shares in the capital of the Parent;

“ Participation Right ” has the meaning given to such term in Section 3.1(b);

“ Person ” means and includes any individual, corporation, limited partnership, general partnership, joint stock company, limited liability company, joint venture, association, company, trust, bank,

trust company, pension fund, business trust or other organization, whether or not a legal entity and any Governmental Entity;

“ Piggyback Notice ” has the meaning given to such term in Section 4.4(a);

“ Piggyback Registration ” has the meaning given to such term in Section 4.4(a);

“ Piggyback Request ” has the meaning given to such term in Section 4.4(a);

“ Prospectus ” means, as the context requires, a “preliminary prospectus,” “amended and restated preliminary prospectus” and a “final prospectus” as those terms are used in the applicable Canadian Securities Act and a Prospectus Supplement (together with the corresponding Base Shelf Prospectus), including all amendments and supplements thereto;

“ Prospectus Supplement ” has the meaning ascribed thereto in National Instrument 44-102 – Shelf Distributions ;

“ Purchased Series 1 Preferred Shares ” means 260,000 Series 1 Preferred Shares issued to the Investor pursuant to the Subscription Agreement;

“ Registrable Shares ” means any Common Shares that the Investor has acquired or has the right to acquire upon exchange of the Purchased Series 1 Preferred Shares or conversion of the Parent Preferred Shares; provided that all Common Shares directly or indirectly issued or issuable with respect to the Purchased Series 1 Preferred Shares or Parent Preferred Shares, as applicable, by way of share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or upon exercise of the Investor’s Participation Right shall also be deemed Registrable Shares;

“ Registration ” means the qualification under any of the Canadian Securities Acts of the distribution of Registrable Shares, as a secondary offering, to the public in any or all of the provinces and territories of Canada pursuant to a Prospectus;

“ Representatives ” means with respect to the Investor, the directors, officers, general and current or prospective limited partners, managers, members, employees, advisors, agents, Affiliates, equityholders, potential providers of Back Leverage and other representatives, in each case, of the Investor and its Affiliates, including attorneys, accountants, consultants and financial advisors of the Investor, its Affiliates and any Investor Nominee;

“ Requisite Shareholder Approval ” means the shareholder approval contemplated by paragraph 604(a)(i) of the TSX Company Manual (as the same may be amended from time to time) with respect to the issuance of Common Shares upon the exchange of Series 1 Preferred Shares in excess of the Exchange Cap or conversion of Parent Preferred Shares in excess of the Conversion Cap;

“ Restricted Period ” means the period beginning on the date hereof and terminating on the date that is 12 months after the date hereof;

“ SEC ” means the United States Securities and Exchange Commission;

“ Securities Laws ” means the Canadian Securities Acts, the U.S. Securities Act and the U.S. Exchange Act;

“ Selling Expenses ” means any and all underwriters’ discounts and commissions and applicable transfer taxes;

“ Series 1 Preferred Share Terms ” means the terms of the Series 1 Preferred Shares as set forth in Schedule A;

“ Series 1 Preferred Shares ” means shares of Series 1 Preferred stock in the capital stock of the Issuer;

“ Shareholder Rights Plan ” means the amended and restated shareholder rights plan agreement dated as of February 16, 2012 between the Parent and Computershare Trust Company of Canada, as rights agent, as amended and restated on March 30, 2012, May 1, 2015 and May 8, 2018, as further amended, restated, succeeded or replaced from time to time;

“ Special Voting Shares ” means Special Voting Preferred Shares (as defined in the Subscription Agreement);

“ Standstill ” has the meaning given to such term in Section 5.3;

“ Standstill Period ” means the period beginning on the date hereof and terminating on the latest to occur of: (a) the date that is 24 months after the date hereof; and (b) the date that is 12 months following the date on which no Investor Nominee serves on the Board of Directors;

“ Subscription Agreement ” has the meaning given to such term in the recitals hereto;

“ Subsequent Offering ” has the meaning given to such term in Section 3.1(a);

“ Subsequent Offering Notice ” has the meaning given to such term in Section 3.1(a);

“ Subsidiary ” means, as to any Person, any corporation or other entity of which: (a) such Person or a Subsidiary of such Person is a general partner or, in the case of a limited liability company, the managing member or manager thereof; (b) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (c) any corporation or other entity as to which such Person consolidates for accounting purposes;

“ Transaction Agreements ” means this Agreement, including the Series 1 Preferred Share Terms attached hereto and the Parent Preferred Share Terms attached hereto, the terms of the Special Voting Shares, the Subscription Agreement, the Exchange Agreement, the Guarantee Agreement, the Certificate of Amendment, the Articles of Amendment and the Voting Trust Agreement;

“ Transfer ” includes any direct or indirect transfer, sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, granting of any option, right or warrant to purchase (including any short sale, put option or call option) or other disposition;

“ TSX ” means the Toronto Stock Exchange or any successor thereto;

“ United States ” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia;

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended, and the rules and regulations of the SEC promulgated thereunder, as the same may hereafter be amended from time to time or replaced;

“ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended, and the rules and regulations of the SEC promulgated thereunder, as the same may hereafter be amended from time to time or replaced;

“ U.S. Securities Laws ” means the U.S. Exchange Act and the U.S. Securities Act;

“ U.S. Tax Code ” means the U.S. Internal Revenue Code of 1986, as amended;

“ Voluntary Debt Restructuring ” means the filing by such Person of a voluntary petition in bankruptcy, the seeking of relief under, or any other similar or analogous filing or action under Title 11 of the United States Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act or any other similar bankruptcy, insolvency or analogous applicable laws, as now constituted or hereafter amended, the principal purpose of which is to permit the Parent or the Issuer, as applicable, to stay, compromise or otherwise restructure its debts or arrangements with its creditors; and, for certainty, a Voluntary Debt Restructuring shall not include any plan or scheme of arrangement under the Canada Business Corporations Act or other provincial or territorial corporate law the principal purpose of which is to effect the merger, amalgamation or acquisition of the Parent with or by a Person that is not an Affiliate of the Parent, including any plan or scheme of arrangement pursuant to which all of the Common Shares will be exchanged for, converted into, acquired for or constitute solely the right to receive other securities, cash or property from such Person;

“ Voting Shares ” shall mean the Common Shares, the Special Voting Shares and any other shares in the capital of the Parent entitled to vote generally in the election of directors of the Parent; and

“ Voting Trust Agreement ” means the voting trust agreement entered into between the trustee named therein, the Parent, the Investor and the Issuer on the date hereof in respect of the Special Voting Shares, as amended, supplemented, restated, converted, exchanged or replaced from time to time.

1.2 Defined Terms in the Series 1 Preferred Share Terms

Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Series 1 Preferred Share Terms or Parent Preferred Share Terms, as applicable.

1.3 Rules of Construction

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

(a) the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof and include any schedules or exhibits thereto;
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(b) references to an “Article” or “Section” followed by a number or letter refer to the specified Article or Section to this Agreement;
(c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;
(d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;
(e) the word “including” is deemed to mean “including without limitation”;
(f) the terms “party” and “the parties” refer to a party or the parties to this Agreement;
(g) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time;
(h) any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder;
(i) all dollar amounts refer to currency of Canada;
(j) the word “day” means calendar day unless Business Day is expressly specified;
(k) any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and
(l) whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following Business Day.

1.4 Entire Agreement

The Transaction Agreements constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral, including the Confidentiality Agreement. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the Transaction Agreements.

1.5 Time of Essence

Time shall be of the essence of this Agreement.

1.6 Governing Law and Submission to Jurisdiction

(a) This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the Laws of the Province of Ontario and the federal Laws of Canada applicable in that province.
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(b) Each of the parties irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Agreement; (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts; and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

1.7 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

1.8 Certain Terminology

For the purposes of this Agreement, the terms and phrases “acting jointly or in concert”, “beneficial ownership” and “takeover-bid” (or grammatical variations thereof) shall have the meanings given to them under applicable Canadian Securities Acts, “acting together” shall mean acting together to influence the outcome of a vote of security holders as such concept is used in the context of the definition of “materially affect control” in Part I of the TSX Company Manual, and “take-over bid” shall include a tender offer conducted pursuant to applicable U.S. Securities Laws.

1.9 Schedules

The following Schedules are attached to and form an integral part of this Agreement:

Schedule A – Series 1 Preferred Share Terms Schedule B – Parent Preferred Share Terms Schedule C – Registration Procedures

ARTICLE 2 BOARD NOMINATION RIGHTS

2.1 Board of Directors Nominees

(a) Subject to Section 2.2, the Investor shall be entitled to designate one nominee (an “ Investor Nominee ”) for election to the Board of Directors, for so long as the 7.5% Beneficial Ownership Requirement is satisfied; provided that, in the event that, and for so long as, the As-Exchanged Ownership of the Investor is 19.9% or greater, then the Investor shall be entitled to designate an additional Investor Nominee for election to the Board of Directors. Each Investor Nominee must be an individual acceptable to the Parent, acting reasonably, that meets the qualification requirements to serve as a director under the Act and the rules of the TSX, and is “independent” (as such term is used in section 1.4 of National Instrument 52-110 - Audit Committees ); provided, that each of Angelo Rufino, David Levenson and Michael Horowitz shall be deemed acceptable to the Parent.
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(b) The Parent shall use commercially reasonable efforts to ensure that each Investor Nominee is elected to the Board of Directors, including by (i) recommending and reflecting such recommendation in any management information circular relating to any meeting where directors of the Parent are elected (or submit to shareholders by written consent, if applicable) that the shareholders of the Parent vote to elect each Investor Nominee to the Board of Directors for a term of office expiring at the closing of the subsequent annual meeting of the shareholders of the Parent; and (ii) soliciting and obtaining proxies in favour of and otherwise supporting his or her election, each in a manner no less favourable than the manner in which the Parent supports its own nominees selected by the Board of Directors (the “ Management Nominees ”) for election to the Board of Directors.
(c) The Investor shall advise the Parent of the identity of an Investor Nominee at least 60 days prior to any meeting of shareholders at which directors of the Parent are to be elected or within 10 days of being notified of the record date for such a meeting. If the Investor does not advise the Parent of the identity of an Investor Nominee prior to such deadline, then the Investor will be deemed to have nominated its incumbent nominee.
(d) The parties acknowledge that the initial Investor Nominee is Angelo Rufino as of the date hereof, who has been appointed to the Board of Directors as of the date hereof and who is not Independent of Brookfield.
(e) In the event that an Investor Nominee is not duly elected to the Board of Directors or shall cease to serve as a director of the Parent, whether due to such Investor Nominee’s death, disability, resignation or removal (including failure to be elected by the Parent’s shareholders or being required to resign in accordance with the Parent’s majority voting policy), the Parent shall cause the Board of Directors to promptly appoint a replacement Investor Nominee (who shall be a different Person) designated by the Investor to fill the vacancy created by such death, disability, resignation or removal, or, where the first Investor Nominee was not duly elected, to fill the vacancy to be created by the Board of Directors by increasing the size of the Board of Directors, provided that the Investor remains eligible to designate an Investor Nominee and that the replacement Investor Nominee is acceptable to the Parent (subject to the proviso set forth in Section 2.1(a)), acting reasonably, meets the qualification requirements to serve as a director under the Act and the rules of the TSX, and is “independent” (as such term is used in section 1.4 of National Instrument 52-110 - Audit Committees ).
(f) Each Investor Nominee shall be compensated for his or her service and reimbursed for expenses related to such service consistent with the Parent’s policies for director compensation and reimbursement.
(g) It is acknowledged by the Investor that each Investor Nominee will be required to comply with all governance policies of the Parent that are applicable to members of the Board of Directors, including the Parent’s majority voting policy.
(h) The Parent shall indemnify an Investor Nominee and provide an Investor Nominee with director and officer insurance to the same extent it indemnifies and provides insurance for the members of the Board of Directors pursuant to its organizational documents, applicable Laws or otherwise. The Parent shall maintain in effect any such director and officer insurance in accordance with past practice. The Parent acknowledges and agrees that the Parent shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance for provided in the Parent’s organizational
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documents and/or any indemnification agreement entered into between the Parent and the Investor Nominee, as applicable (such that the Parent’s obligations to such indemnitee are primary).

(i) Subject to applicable legal requirements, including the financial expertise and independence requirements of National Instrument 52-110 - Audit Committees and stock exchange rules, for as long as an Investor Nominee serves on the Board of Directors, an Investor Nominee shall be a member of the audit committee and any M&A/transaction committee or any other executive committee formed by the Board of Directors following the date of the Subscription Agreement, other than any committee formed for the purposes of considering any transaction with the Investor or its Affiliates.

2.2 Expiry of Board Nomination

The rights granted to the Investor and the obligations of the Parent under this Article 2 shall terminate and be of no further force or effect on the first day following the date on which the 7.5% Beneficial Ownership Requirement is no longer satisfied. ARTICLE 3 PARTICIPATION RIGHT

3.1 Participation Right

(a) Subject to Section 3.2 and Section 3.3, the Parent agrees that if the Parent issues any Common Shares or Convertible Securities, other than pursuant to an Exempt Issuance (any such issuance, a “ Subsequent Offering ”), then the Parent shall, promptly following the announcement (or, if no announcement, prior to the consummation) of such Subsequent Offering, provide a written notice (the “ Subsequent Offering Notice ”) to the Investor setting out: (i) the number of Common Shares or Convertible Securities issued or to be issued; (ii) the material terms and conditions of any Convertible Securities issued or to be issued and any other material terms and conditions of such Subsequent Offering; (iii) the subscription price per Common Share or Convertible Security issued or to be issued by the Parent under such Subsequent Offering, as applicable; and (iv) the proposed closing date for the issuance of Common Shares or Convertible Securities to the Investor, assuming exercise of the Participation Right by the Investor, which closing date shall be at least 10 Business Days following the date of such notice, or such other date as the Parent and the Investor may agree.
(b) Subject to Section 3.1(c) and Section 3.2 and the receipt of all required regulatory approvals and compliance with applicable Laws, the Parent agrees that the Investor has the right (the “ Participation Right ”), upon receipt of a Subsequent Offering Notice, to subscribe for and to be issued, on a private placement basis, and substantially on the terms and conditions of such Subsequent Offering:
(i) in the case of a Subsequent Offering of Common Shares, such number of Common Shares that will allow the Investor to maintain the As-Exchanged Ownership of the Investor immediately prior to completion of the Subsequent Offering; and
(ii) in the case of a Subsequent Offering of Convertible Securities, such number of Convertible Securities that will (assuming conversion or exchange of all of the Convertible Securities issued in connection with the Subsequent Offering and the
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Convertible Securities issuable pursuant to this Section 3.1) allow the Investor to maintain the As-Exchanged Ownership of the Investor immediately prior to the completion of the Subsequent Offering,

in each case, for greater certainty, after giving effect to any Common Shares or Convertible Securities acquired by the Investor or any Affiliate thereof as part of the Subsequent Offering, other than pursuant to the exercise of the Participation Right.

(c) Subject to Section 3.2, if the Investor wishes to exercise the Participation Right in respect of a particular Subsequent Offering, the Investor shall give written notice to the Parent (the “ Exercise Notice ”) of the exercise of such right and of the number of Common Shares or Convertible Securities, as applicable, that the Investor wishes to purchase (subject to the limits prescribed by Section 3.1(b)), within five Business Days after the date of receipt of the Subsequent Offering Notice (the “ Exercise Notice Period ”), provided that if the Investor does not so provide such Exercise Notice prior to the expiration of the Exercise Notice Period, the Investor will not be entitled to exercise the Participation Right in respect of such Subsequent Offering. Each Exercise Notice delivered by the Investor shall set forth the aggregate number of each class of securities of the Parent beneficially owned or controlled by the Investor as of the date of such Exercise Notice.
(d) If the Parent receives a valid Exercise Notice from the Investor within the Exercise Notice Period, then the Parent shall issue to the Investor against payment of the subscription price payable in respect thereof, that number of Common Shares or Convertible Securities, as applicable, set forth in the Exercise Notice, subject to the receipt of all required regulatory and other approvals on terms and conditions satisfactory to the Parent, acting reasonably, which approvals the Parent shall use reasonable commercial efforts to obtain (other than any shareholder approvals, which the Parent shall not under any circumstances be required or obliged to obtain (other than as set forth in Section 5.10)), and subject to compliance with applicable Laws and to the limits prescribed by Section 3.1(b) and provided that such issuance can be legally effected without the requirement to file any Prospectus or any registration statement under applicable Securities Laws. The Investor acknowledges and agrees that such Common Shares or Convertible Securities may be subject to restrictions on transfer pursuant to applicable Securities Laws. Accordingly, the Investor acknowledges and agrees that prior to the expiry of any applicable hold period under applicable Securities Laws, the certificates representing such Common Shares or Convertible Securities will bear such legend or legends as may, in the opinion of counsel to the Parent, be necessary in order to avoid a violation of any Securities Laws or to comply with the requirements of the TSX, provided that if, at any time, in the opinion of counsel to the Parent, such legends are no longer necessary in order to avoid a violation of any such Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Parent with evidence satisfactory in form and substance to the Parent (which may include an opinion of counsel satisfactory to the Parent) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares or Convertible Securities in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Parent in exchange for a certificate which does not bear such legend.
(e) The closing of the exercise of the Participation Right by the Investor will take place on the closing date set out in the Subsequent Offering Notice. If the closing of the exercise of the Participation Right has not been completed by the end of the applicable period (or such earlier or later date as the parties may agree), provided that the Parent has used its reasonable commercial efforts to obtain all required regulatory and other approvals (other
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than any shareholder approvals, which the Parent shall not under any circumstances be required or obliged to obtain (other than as set forth in Section 5.10)), then the Exercise Notice will be deemed to have been irrevocably withdrawn and the Parent will have no obligation to issue any Common Shares or Convertible Securities, as applicable, pursuant to such exercise of the Participation Right, provided that the Subsequent Offering closes within 90 days following the expiration of the Exercise Notice Period on terms and conditions no more favorable to the purchasers thereof than those offered to the Investor in the Subsequent Offering Notice. Any Common Shares or Convertible Securities offered or sold by the Parent pursuant to such Subsequent Offering after such 90-day period must be reoffered to the Investor pursuant to this Section 3.1.

(f) If the Parent is paying the costs and expenses incurred by purchasers of Common Shares or Convertible Securities (other than the Investor) in connection with any Subsequent Offering, the Parent shall also pay a proportionate amount of the costs and expenses incurred by the Investor in connection with such Subsequent Offering, on substantially similar terms.
(g) The election by the Investor not to exercise its Participation Right under this Section 3.1 in any one instance shall not affect its right as to any subsequent proposed issuance.
(h) In the case of an issuance subject to this Section 3.1 for consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors.

3.2 Participation Right Limitations

(a) Notwithstanding anything to the contrary in this Agreement, unless the Parent has obtained approval of the Parent’s shareholders, which the Parent shall only be required to obtain in accordance with Section 5.10, the Investor will not be permitted to exercise the Participation Right if such exercise would result in (i) the Investor becoming an Acquiring Person, or (ii) the Investor, together with any of its Affiliates or other Persons acting together with the Investor, beneficially owning or exercising control or direction over more than 19.9% of the issued and outstanding Common Shares or Voting Shares.
(b) In the event that the exercise of the Participation Rights by the Investor would result in the As-Exchanged Ownership of the Investor exceeding 19.9%, then in lieu of the portion of Common Shares or Convertible Securities, as applicable, issuable to the Investor pursuant to such exercise of the Participation Right, which would otherwise cause the As-Exchanged Ownership of the Investor to exceed 19.9% (such portion, the “ Excess Shares ”), the Parent shall issue to the Investor equity securities having the same rights, preferences and privileges of the Excess Shares, provided that such securities shall not be entitled to vote generally in the election of directors of the Parent for so long as, and to the extent, such Excess Shares would cause the Investor to be in excess of the Exchange Cap or Conversion Cap, as applicable.
(c) For certainty, for the purposes of this Section 3.2, beneficial ownership shall be calculated in accordance with applicable Securities Laws and without giving effect to any applicable Exchange Cap or Conversion Cap.
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3.3 Expiry of Participation Right

The Participation Right and the obligations of the Parent under this Article 3 shall terminate and be of no further force or effect on the first day following the date on which the As-Exchanged Ownership of the Investor is equal to or less than 2.5%.

ARTICLE 4 REGISTRATION RIGHTS

4.1 Filing and Maintaining a Base Shelf Prospectus

(a) If requested by the Investor, the Parent shall use commercially reasonable efforts to prepare and file with the applicable Canadian Securities Commissions a preliminary and final Base Shelf Prospectus (or amend and restate a Base Shelf Prospectus that is already filed) to effect a Registration of all or part of its Registrable Shares in one or more jurisdictions selected by the Investor to be effective no earlier than the expiration of the Restricted Period.
(b) The Parent shall use commercially reasonable efforts to (i) obtain a receipt from the Canadian Securities Commissions for the preliminary and final Base Shelf Prospectus filed pursuant to Section 4.1(a) and any amendment, supplement and renewals thereof and (ii) renew such Base Shelf Prospectus by filing and obtaining a receipt for a preliminary and final Base Shelf Prospectus, such that the Base Shelf Prospectus (subject to the filing of a Prospectus Supplement in respect of a particular distribution) is useable for the resale of Registrable Shares until such time as the Demand Registration rights and Piggyback Registration rights granted to the Investor are terminated pursuant to Section 4.8 or the Parent is no longer eligible to maintain a Base Shelf Prospectus, including, in each case, by filing successive replacement or renewal Base Shelf Prospectuses upon the expiration of such Base Shelf Prospectus.

4.2 Demand Registrations

(a) Following the Restricted Period, the Investor may request the Parent to use commercially reasonable efforts to effect a Registration of all or part of its Registrable Shares (such Registration being hereinafter referred to as a “ Demand Registration ”) by filing a Prospectus (including, after the filing of a Base Shelf Prospectus, a Prospectus Supplement) under the Canadian Securities Acts of the jurisdictions selected by the Investor. Any such request shall be made by notice in writing (a “ Demand Registration Request ”) to the Parent. Subject to Section 4.2(b), the Parent shall be entitled to include for sale in any Prospectus filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own account. The Parent shall as soon as practical, and in any event within 25 days of receipt of a Demand Registration Request, file a Prospectus (or, if after the filing of a Base Shelf Prospectus, if requested by the Investor, within 10 days of receipt of a Demand Registration Request, file a Prospectus Supplement) under the Canadian Securities Acts of the jurisdictions selected by the Investor covering all of the Registrable Shares that the Investor requested to be registered and, as applicable, any securities offered by the Parent for its own account, and use its commercially reasonable efforts to cause a receipt to be issued for such Prospectus as soon as practicable. The Parent and the Investor shall cooperate in a timely manner in connection with any such distribution and the procedures in Schedule C shall apply.
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(b) If the lead underwriter or underwriters in any underwritten Demand Registration advise the Parent in writing that the inclusion of all the securities requested to be included in a Demand Registration, including securities offered by the Parent for its own account, as applicable, may have an adverse effect on the distribution or sales price of the securities being offered unless the number of such securities is reduced (such reduced offering size, the “ Maximum Offering Size ”), the Parent will include in such Registration, in the priority listed below, in the aggregate up to the Maximum Offering Size: first, all Registrable Shares requested to be registered in the Demand Registration by the Investor, and second, securities offered by the Parent for its own account.
(c) The Parent shall not be obliged to effect:
(i) more than one Demand Registration in any one 6-month period (provided, however, that a request for a Base Shelf Prospectus shall not count as a Demand Registration unless a Prospectus Supplement is filed in connection with a concurrent distribution) (provided, further, that a Registration shall not be deemed “effected” for purposes of this section until such time as (A) a receipt has been issued by, or deemed to be issued by, the applicable Canadian Securities Commission for a final prospectus pursuant to which the Registrable Shares are to be distributed, or (B) a Prospectus Supplement in connection with a Base Shelf Prospectus is filed pursuant to which the Registrable Shares are to be distributed, provided however, that if the Investor withdraws or does not pursue a request for a Demand Registration after (y) filing a preliminary prospectus pursuant to which the Registrable Shares are to be distributed, or (z) the entering into of an enforceable bought deal letter or an underwriting or agency agreement in connection with the Demand Registration, then such Demand Registration shall be deemed to be effected);
(ii) a Demand Registration in the event the Parent determines in good faith that either: (A) the effect of the filing of a Prospectus could impede the ability of the Parent to consummate a significant transaction (including, without limitation, a financing, an acquisition, a disposition, a restructuring or a merger) or proceed with negotiations or discussions in relation thereto; or (B) there exists at the time material non-public information relating to the Parent or its Subsidiaries, the disclosure of which the Parent believes would be materially adverse to the Parent and its Subsidiaries, taken as a whole; provided, however, that the Parent may exercise its right to not effect a registration pursuant to this clause (ii) on one (1) occasion in any one-hundred eighty (180) day period, for a period of time not to exceed ninety (90) days in the aggregate in any twelve (12) month period;
(iii) a Demand Registration in respect of a number of Registrable Shares that is expected to result in gross proceeds of less than $50 million to the Investor; or
(iv) a Demand Registration before the 90[th] day following the date on which a receipt was issued to the Parent with respect to any final Prospectus filed by the Parent (provided such Prospectus is not a Base Shelf Prospectus).
(d) The lead underwriter or underwriters for any offering in connection with a Demand Registration shall be selected by the Investor and shall be reasonably acceptable to the Parent. The Parent and the Investor will enter into an underwriting agreement in customary form with the lead underwriter or underwriters selected for such offering, such agreement
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to contain such representations and warranties by the Parent and such other terms and conditions as are substantially consistent with those contained in underwriting agreements previously entered into by the Parent.

4.3 Demand Registration Request

Any Demand Registration Request delivered by the Investor pursuant to Section 4.2 hereof shall:

(a) specify the number of Registrable Shares which it intends to offer and sell;
(b) express the intention of the Investor to offer or cause the offering of such Registrable Shares;
(c) describe the nature or methods, including a Base Shelf Prospectus and Prospectus Supplement, of the proposed offer and sale thereof and the jurisdictions of Canada in which such offer shall be made;
(d) contain the undertaking of the Investor and any applicable Affiliate thereof to provide all such information regarding their Common Share holdings and the proposed manner of distribution thereof, as may be required in order to permit the Parent to comply with all Securities Laws; and
(e) specify whether such offer and sale shall be made by an underwritten public offering.

4.4 Piggyback Registrations

(a) Following the Restricted Period, if the Parent proceeds with the preparation and filing of a Prospectus in Canada, or in any other jurisdiction in which the Common Shares are listed at the time a Piggyback Notice is provided, in connection with a proposed distribution by the Parent of Common Shares for its own account, or for the account of any other securityholder whether pursuant to the exercise of Registration rights by such other securityholder or otherwise, the Parent shall give written notice thereof to the Investor as soon as practicable (the “ Piggyback Notice ”). In such event, the Investor shall be entitled, by notice (the “ Piggyback Request ”) in writing given to the Parent within three Business Days after the receipt of the Piggyback Notice (provided that if such distribution is to be effected as a “bought deal”, the Investor shall respond consistent with the time periods typical for transactions of that nature), to request that the Parent cause any or all of the Registrable Shares held by the Investor to be included in such Prospectus (such Registration being hereinafter referred to as a “ Piggyback Registration ”). The Investor shall specify in the Piggyback Request the number of Registrable Shares which the Investor intends to offer and sell and include the undertaking of the Investor and any applicable Affiliate thereof to provide all such information regarding their Common Share holdings and the proposed manner of distribution of the Registrable Shares, as may be required in order to permit the Parent to comply with all Securities Laws.
(b) The Parent shall include in each such Piggyback Registration all such Registrable Shares as directed by the Investor. Notwithstanding the foregoing, the Parent shall not be required to include all such Registrable Shares in: (i) any such distribution by the Parent for its own account if the Parent is advised in writing by its lead underwriter or underwriters that the inclusion of all such Registrable Shares and securities of any other securityholder may have an adverse effect on the distribution or sales price of the securities being offered by the
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Parent, in which case, the number of Registrable Shares and the securities of any other securityholder to be included in such Prospectus shall each be reduced, as necessary, on a pro rata basis; or (ii) any such distribution by any other securityholders, if the other securityholders are advised by their lead underwriter or underwriters that the inclusion of all such Registrable Shares may have a material adverse effect on the distribution or sales price of the securities being offered by such other securityholders, in which case, the number of Registrable Shares and securities of any other securityholders shall be reduced, as necessary, on a pro rata basis.

(c) The Parent may, at any time prior to the issuance of a receipt for a final Prospectus in connection with a Piggyback Registration, at its sole discretion and without the consent of the Investor, withdraw such Prospectus and abandon the proposed distribution in which the Investor has requested to participate pursuant to the Piggyback Request.

4.5 Registration Expenses

(a) In the case of a Demand Registration or a Piggyback Registration, all Distribution Expenses shall be paid by the Parent.
(b) The Investor will pay all Selling Expenses of the Investor, the Parent will pay all Selling Expenses of the Parent and any other securityholder will pay all Selling Expenses of such securityholder, if any, in connection with any Demand Registration or Piggyback Registration, as the case may be.

4.6 Preparation; Reasonable Investigation

In connection with the preparation and filing of any Prospectus in connection with a Demand Registration or Piggyback Registration as herein contemplated, the Parent will give the Investor, the underwriter or underwriters of such distribution, if any, and their respective counsel, auditors and other representatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall insert therein such material furnished to the Parent in writing, which in the reasonable judgment of the Parent and its counsel should be included, and will give each of them such reasonable and customary access to the Parent’s books and records and such reasonable and customary opportunity to discuss the business of the Parent with its officers and auditors, and to conduct all reasonable and customary due diligence which the Investor and the underwriters or underwriter, if any, and their respective counsel may reasonably require in order to conduct a reasonable investigation in order to enable such underwriters to execute any certificate required to be executed by them in Canada for inclusion in such documents, provided that the Investor and the underwriters agree to maintain the confidentiality of such information.

4.7 Indemnification

(a) By the Parent . The Parent agrees to indemnify and hold harmless, to the maximum extent permitted by law, each holder of Registrable Shares, such holder’s officers and directors, employees, agents and representatives, and each Person who controls such holder (within the meaning of the Ontario Act) (collectively, the “ Investor Indemnified Parties ”) against all losses (other than loss of profit in connection with the distribution of the Registrable Shares), claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations by the Parent: (i) any untrue or
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alleged untrue statement of material fact contained in any Prospectus or any amendment thereof or supplement thereto, in respect of a Demand Registration or Piggyback Registration, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any violation or alleged violation by the Parent of the Securities Laws or any rule or regulation promulgated thereunder applicable to the Parent and relating to action or inaction required of the Parent in connection with any such registration, qualification or compliance. In addition, the Parent will reimburse such Investor Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Parent shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in any such Prospectus, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Parent by such Investor Indemnified Party expressly for use therein or by such Investor Indemnified Party’s failure to deliver a copy of the Prospectus or any amendments or supplements thereto after the Parent has furnished such Investor Indemnified Party with a sufficient number of copies of the same.

(b) By the Investor . In connection with any Prospectus in which the Investor is participating, the Investor shall furnish to the Parent in writing such information as the Parent reasonably requests for use in connection with any such Prospectus. The Investor agrees to indemnify and hold harmless, to the maximum extent permitted by law, the Parent, its directors and officers, employees, agents and representatives and each Person who controls the Parent (within the meaning of the Ontario Act) (collectively, the “ Parent Indemnified Parties ”) against all losses (other than loss of profit in connection with the distribution of the Registrable Shares), claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations by the Investor: (i) any untrue or alleged untrue statement of material fact contained in any Prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by the Investor expressly for inclusion in such Prospectus; or (ii) any violation or alleged violation by the Investor of the Securities Laws or any rule or regulation promulgated thereunder applicable to the Investor and relating to action or inaction required of the Investor in connection with any such registration, qualification or compliance. In addition, the Investor will reimburse such Parent Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing in no event shall any indemnity under this Section 4.7(b), inclusive of any reimbursement of expenses, payable by the Investor exceed an amount equal to the net proceeds received by the Investor in respect of the Registrable Shares sold pursuant to the Registration Statement.
(c) Claim Procedure . Any Person entitled to indemnification hereunder shall: (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder only to the extent such failure has not prejudiced the indemnifying party); and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may
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exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the opinion of outside counsel to any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Shares included in the Registration if such holders are indemnified parties, at the expense of the indemnifying party.

(d) Non-Exclusive Remedy; Survival . The indemnification and contribution provided for under this Agreement shall be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to Law or contract and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the Transfer of Registrable Shares and the termination or expiration of this Agreement.
(e) Contribution . The Parent and the Investor also agree to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Parent’s or the Investor’s, as applicable, indemnification is unavailable for any reason. Such provisions shall provide that the liability amongst the various Persons shall be allocated in such proportion as is appropriate to reflect the relative fault of such Persons in connection with the statements or omissions which resulted in losses (the relative fault being determined by reference to, among other things, which Person supplied the information giving rise to the untrue statement or omission and each Person’s relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission) and, only if such allocation is not respected at Law, would other equitable considerations, such as the relative benefit received by each Person from the sale of the securities, be taken into consideration. Notwithstanding the foregoing no Person guilty of fraudulent misrepresentation shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
(f) Release . No indemnifying party shall, except with the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
(g) Parent is Trustee . The Investor hereby acknowledges and agrees that, with respect to this Article 4, the Parent is contracting on its own behalf and as agent for the Parent Indemnified Parties referred to in this Article 4. In this regard, the Parent will act as trustee for such Parent Indemnified Parties of the covenants of the Investor under this Article 4 with respect to such Parent Indemnified Parties and accepts these trusts and will hold and enforce those covenants on behalf of such Parent Indemnified Parties.
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4.8 Transfer of Registration Rights

Any rights granted to the Investor under this Article 4 may be transferred or assigned to any Person in connection with a Transfer of the Purchased Series 1 Preferred Shares, or Parent Preferred Shares, as applicable, or Common Shares issued upon exchange of the Purchased Series 1 Preferred Shares or upon conversion of the Parent Preferred Shares, as applicable, that represents at least 5.0% of the outstanding Common Shares on an as-exchanged or as-converted basis, as applicable, in each case, in a Transfer permitted by this Agreement and applicable Law; provided, however, that in the case of any transfer or assignment made in accordance with this Section 4.8, (i) prior written notice of such transfer and assignment of rights and identifying the Registrable Shares with respect to which such registration rights are being transferred or assigned is given to the Parent, and (ii) such Person agrees in writing to be bound by, and subject to, Article 4 of this Agreement as an “Investor” pursuant to a written joinder instrument in form and substance reasonably acceptable to the Parent.

4.9 Expiry of Registration Rights

The Demand Registration rights and Piggyback Registration rights granted to the Investor pursuant to this Article 4 shall terminate and be of no further force or effect on the earlier of (a) the Parent having effected five Demand Registrations and (b) the first day following the date on which the As-Exchanged Ownership of the Investor is less than 5.0%. ARTICLE 5 ADDITIONAL COVENANTS OF THE PARTIES

5.1 Protective Provisions

From and after the issuance of the Purchased Series 1 Preferred Shares, and for so long as the Investor holds any of the Series 1 Preferred Shares or Parent Preferred Shares, each of the Parent and the Issuer shall not, without the prior written consent of the Investor, which consent may be withheld in its sole discretion:

(a) authorize, create (by reclassification or otherwise) or issue, or increase the number of authorized or issued shares of, any class or series of shares, or securities convertible into shares, in the capital of the Issuer having rights, preferences or privileges senior to or on parity with the Series 1 Preferred Shares, including issuing additional Series 1 Preferred Shares;
(b) authorize, create (by reclassification or otherwise) or issue, or increase the number of authorized or issued shares of, any class or series of shares, or securities convertible into shares, in the capital of the Parent having rights, preferences or privileges senior to or on parity with the Parent Preferred Shares, including issuing Parent Preferred Shares other than in exchange for Series 1 Preferred Shares pursuant to the terms of the Exchange Agreement;
(c) amend, modify, supplement or repeal any provision of the articles of the Parent (as amended) or the certificate of incorporation of the Issuer (as amended) in a manner that alters or changes the rights, preferences or privileges of the Special Voting Shares, Parent Preferred Shares or the Series 1 Preferred Shares, or otherwise has, or would reasonably be expected to have, an adverse effect on the holders of Special Voting Shares, Parent Preferred Shares or the Series 1 Preferred Shares;
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(d) for so long as the 7.5% Beneficial Ownership Requirement is satisfied, redeem, acquire, purchase or otherwise retire for value any Common Shares unless such action by the Parent would not cause (i) the Investor to become an Acquiring Person, or (ii) the Investor, together with any Affiliates of the Investor or other Persons acting jointly or in concert with the Investor, to beneficially own or exercise control or direction over more than 19.9% of the issued and outstanding Common Shares or Voting Shares, and for purposes of determining the foregoing, the Parent shall be entitled to rely on an Ownership Certificate provided by the Investor;
(e) for so long as the 7.5% Beneficial Ownership Requirement is satisfied, adopt any new shareholder rights agreement, “poison pill” or similar anti-takeover agreement or plan that is applicable to the Investor unless the Parent has excluded the Investor from the definition of “acquiring person” (or such similar term) as such term is defined in such anti-takeover agreement to the extent of the Investor’s beneficial ownership of Series 1 Preferred Shares, Parent Preferred Shares or Common Shares owned as of the date any such agreement or plan is adopted by the Parent (including on an as-exchanged or as-converted basis, as applicable) or that otherwise has, or would reasonably be expected to have, an adverse effect on the holders of Series 1 Preferred Shares or Parent Preferred Shares. For certainty, the foregoing shall not restrict the Parent from: (i) amending and/or restating the Shareholder Rights Plan solely in order to provide for the continued existence of same or (ii) making additional amendments thereto that are not reasonably expected to have an adverse effect on the holders of the Series 1 Preferred Shares or Parent Preferred Shares;
(f) enter into or authorize any material transaction between the Parent or any of its Subsidiaries, on the one hand, and any “related party” (as such term is defined under MI 61-101) of the Parent (excluding the Parent’s Subsidiaries), on the other hand where (i) the Parent is relying on the exemption from minority approval requirement in section 5.7(1)(a) of MI 61-101 to enter into such transaction, (ii) the fair market value of such transaction is equal to or greater than 10% of the Parent’s market capitalization on the Business Day immediately prior to the announcement of such transaction and (iii) the Parent has not otherwise obtained minority approval for such transaction in accordance with section 5.6 of MI 61-101.

5.2 Shareholder Rights Plan

The Investor covenants and agrees with the Parent that it shall not exercise any voting rights attached to Special Voting Shares or Common Shares beneficially owned or controlled by the Investor and its Affiliates in connection with any proposal submitted to the shareholders of the Parent in respect of any amendment, waiver, renewal or replacement of the Parent’s Shareholder Rights Plan.

5.3 Standstill

(a) During the Standstill Period, the Investor covenants and agrees with the Parent that (A) the Investor shall not, and (B) the Investor shall not cause or permit any of its Affiliates to, directly or indirectly, alone or acting jointly or in concert with any other Person to:
(i) acquire or agree to acquire or make any proposal or offer to acquire, directly or indirectly in any manner, any Common Shares or Voting Shares (or any securities convertible, exercisable or exchangeable into Common Shares or Voting Shares) in an amount that brings the aggregate beneficial ownership, direction or control of the Investor, together with any Affiliates of the Investor or other Persons acting
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jointly or in concert with the Investor, over 19.9% of the issued and outstanding Common Shares or Voting Shares; for certainty, beneficial ownership shall be calculated in accordance with applicable Securities Laws and without giving effect to any applicable Exchange Cap or Conversion Cap (other than in respect of any dividends added to Accrued Dividends pursuant to Section 2.2 of the Series 1 Preferred Share Terms or Section 2.2 of the Parent Preferred Shares Terms);

(ii) commence a take-over bid for any securities of the Parent or its Subsidiaries;
(iii) effect, seek, offer or propose any take-over bid, amalgamation, merger, arrangement, business combination, re-organization, restructuring, liquidation by or with respect to the Parent or any of its Subsidiaries, or disposition of a material portion of the consolidated assets of the Parent and its Subsidiaries, taken as a whole, or other extraordinary transaction by or with respect to the Parent or any of its Subsidiaries (“ Extraordinary Transaction ”);
(iv) solicit proxies from the security holders of the Parent or form, join or participate in a group to so solicit;
(v) request requisition or call a special meeting of shareholders of the Parent;
(vi) propose a shareholder proposal (under the applicable provisions of the Act) with respect to the Parent;
(vii) seek to obtain representation on the Board of Directors other than pursuant to Article 2;
(viii) engage in short sales of any of the Parent’s or its Subsidiaries’ securities;
(ix) act jointly or in concert or as part of a “group” (as defined in Section 13(d)(3) of the U.S. Exchange Act), in relation to a proposed Change of Control Transaction or the voting or acquisition of equity securities or other securities convertible, exchangeable or exercisable for equity securities of the Parent or its Subsidiaries (other than a group consisting solely of the Investor and its Affiliates), or act as a Person or company in a combination of Persons or companies referred to in paragraph (b) of the definition of “control person” in the Ontario Act in relation to the Parent; provided, however, that this clause (ix) shall not restrict the Investor or its Affiliates from: (A) discussing the business of, or any transaction involving, the Parent or its Subsidiaries, or any matter proposed by the Parent to be voted on by its voting shareholders, with any other holder of the securities of the Parent or its Subsidiaries; or (B) taking any other action approved by a majority of the directors of the Parent;
(x) enter into or offer to enter into or otherwise agree to be bound by a lockup, voting, support or other similar agreement with respect to any Common Shares (or any Series 1 Preferred Shares, Parent Preferred Shares or any other right or option to acquire Common Shares (pursuant to the terms of a convertible, exchangeable or exercisable security or otherwise)) beneficially owned by the Investor or its Affiliate, or over which it exercises control or direction, in connection with any proposed Change of Control Transaction unless such Change of Control Transaction is an Approved Change of Control Transaction; or
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(xi) advise, assist or knowingly encourage any other Person to engage in any of the activities from which the Investor is restricted under this Section 5.3(a).
(b) During the Standstill Period, the Investor shall in respect of any meeting of the shareholders of the Parent held during that period:
(i) not vote against any Management Nominee nominated by the Board of Directors;
(ii) not vote in favour of any shareholder nomination for directors that is not approved by the Board of Directors;
(iii) not vote in favour of any proposal or resolution to remove any member of the Board of Directors; and
(iv) not vote against any recommendations of the Board of Directors on matters presented at each annual meeting of shareholders relating to (i) the appointment of the Parent’s auditors, (ii) the ratification of any amendment to Parent’s constating documents, where such amendment would not have an adverse effect on the Investor, (iii) normal course amendments to the Parent’s incentive compensation plans and (iv) the adoption of an advisory non-binding resolution on the Parent’s approach to executive compensation,

(collectively, the obligations in Section 5.3(a) and Section 5.3(b), the “ Standstill ”).

For certainty, for the purposes of this Section 5.3(b), “vote against” includes submission by the Investor of a proxy or other voting instruction form pursuant to which the Investor specifically directs that its vote be withheld on a matter or otherwise casts a “withhold” vote on a matter but does not include the Investor abstaining from casting a vote on a matter altogether.

(c) Notwithstanding anything to the contrary in Sections 5.3(a) and 5.3(b), the Investor will be entitled to vote any Voting Shares in its discretion with respect to (i) any Approved Change of Control Transaction; or (ii) any Change of Control Transaction proposed by a Person other than the Investor or any Person acting jointly or in concert with the Investor. For greater certainty, nothing in Sections 5.3(a) and 5.3(b) shall prohibit the Investor or its Affiliates from (a) making one or more confidential proposals to the Board of Directors relating to an Extraordinary Transaction, provided the Board of Directors shall be under no obligation to accept any such proposal or (b) exercising its ability to vote (subject to Section 5.3(b) above), Transfer (subject to Section 5.4 and 5.5), exchange (subject to Section 5 of the Series 1 Preferred Share Terms), convert (subject to Section 5 of the Parent Preferred Share Terms) or otherwise exercise rights under its Common Shares, Series 1 Preferred Shares or Parent Preferred Shares, or the ability of any Investor Nominee to act in his or her capacity as a member of the Board of Directors including, but not limited to, his or her ability to vote or otherwise exercise his or her fiduciary duties.

5.4 Prohibition on Private Sale of Control

The Investor shall not, directly or indirectly, knowingly Transfer any Common Shares (or any Series 1 Preferred Shares, Parent Preferred Shares or any other right or option to acquire Common Shares (pursuant to the terms of a convertible, exchangeable or exercisable security or otherwise)) to or for the benefit of any Person: (a) where that other Person would, immediately following such Transfer and based

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on the written representations to such effect made by such Person, which the Investor reasonably believes are true after reasonable inquiry, either alone or together with other Persons acting jointly or in concert with such Person, beneficially own, or exercise control or direction over, more than 18% of the issued and outstanding Common Shares on the date of such Transfer (or, if such information is not publicly available, the number of issued and outstanding Common Shares determined based on the information most recently provided by the Parent in a material change report or its management’s discussion and analysis immediately preceding the date of such Transfer); or (b) that is a Competitor, unless such Transfer is approved by a majority of the independent directors of the Parent or is in connection with a Change of Control Transaction. Notwithstanding the foregoing, nothing in this Section 5.4 shall restrict any Transfer into the public market pursuant to a bona-fide, broadly distributed underwritten public offering.

5.5 Additional Transfer Restrictions

During the Restricted Period, the Investor will not Transfer any Series 1 Preferred Shares, Parent Preferred Shares or Common Shares or enter into any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of any of its Series 1 Preferred Shares, Parent Preferred Shares or Common Shares, provided that the foregoing restrictions shall not apply (assuming compliance with applicable Securities Laws):

(a) in respect of a Transfer of Series 1 Preferred Shares, Parent Preferred Shares or Common Shares between the Investor and its Affiliates or a Transfer of Series 1 Preferred Shares, Parent Preferred Shares or Common Shares among Affiliates of the Investor, provided that the Investor shall be responsible for any breach of this Agreement by its Affiliates;
(b) in respect of any Transfer of Common Shares in connection with a Change of Control Transaction;
(c) in respect of any Transfer of Series 1 Preferred Shares, Parent Preferred Shares or Common Shares to the Parent;
(d) in connection with any other Transfer approved by a majority of the directors of the Parent; or
(e) in respect of any pledge or similar Transfer of Series 1 Preferred Shares, Parent Preferred Shares, any Common Shares or any rights under, or with respect to, the Voting Trust Agreement and the Special Voting Shares to any lender or counterparty providing Back Leverage, and any Transfer to, or subsequent Transfer by, such lender or counterparty in connection with any foreclosure of such pledge or default or exercise of remedies under such Back Leverage arrangement.

5.6 Ownership Certificate

(a) The Investor agrees to deliver to the Parent a written certificate signed by an officer of the Investor (the “ Ownership Certificate ”), certifying as to the number of Common Shares, the number of Series 1 Preferred Shares or Parent Preferred Shares, as applicable, and the number of other Voting Shares beneficially owned or controlled by the Investor and its Affiliates and any other Persons acting together with the Investor, as at the date of such certificate, such Ownership Certificate to be delivered to the Parent as reasonably requested from time to time, together with any necessary supporting documentation reasonably requested by the Parent.
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(b) The Investor shall promptly notify the Parent in writing if, based upon information publicly disclosed or otherwise provided by the Parent, the 7.5% Beneficial Ownership Requirement is no longer satisfied, or the As-Exchanged Ownership of the Investor is equal to or less than 5% and thereafter if it is equal to or less than 2.5%.

5.7 Confidentiality

(a) The Investor will, and will direct its Representatives to, keep confidential and will treat confidentially all Confidential Information. The Investor agrees that it will, and will cause its Representatives to, not disclose any Confidential Information nor use any Confidential Information other than for the purposes of monitoring, administering, managing, fundraising, marketing and reporting the Investor’s investment in the Parent and/or the Issuer; provided that the Investor may disclose the Confidential Information to its Representatives (in the case of any prospective limited partner of the Investor or potential provider of Back Leverage, provided that such partner or provider is bound by confidentiality restrictions of a similar nature as those set forth in this Section 5.7).
(b) As a condition to the furnishing of Confidential Information to a Representative of the Investor, the Investor shall advise such Representative of the confidential nature of and restriction on use of the information disclosed. The Investor agrees that it will be fully responsible for any breach of the confidentiality and restricted use provisions of this Agreement applicable to Representatives by its Representatives. In addition, the Investor will, to the extent reasonably practicable, promptly notify the Parent of any unauthorized disclosure of Confidential Information or breach of this Agreement known to the Investor.
(c) The Investor hereby acknowledges that Securities Laws impose restrictions on its ability to purchase, sell, trade or otherwise Transfer securities of the Parent until such time as material, non-public information received by the Investor becomes publicly available or is no longer material and the Investor further hereby agrees to comply with all such restrictions and to inform those of its Representatives provided with any Confidential Information of such restrictions.
(d) The term Confidential Information shall exclude: (i) any information that was generally available to the public prior to the date hereof; (ii) any information that becomes generally available to the public (through no violation hereof by the Investor or its Representatives); (iii) was within the Investor’s or its Representatives’ possession prior to it being furnished to the Investor or its Representatives by or on behalf of the Parent, provided that such information is not, to the Investor’s knowledge, subject to any contractual, legal or fiduciary obligations of confidentiality to the Parent that would prevent its use or disclosure; (iv) is obtained by the Investor or its Representatives from a third party who, to the Investor’s knowledge, at the time of disclosure, is not prohibited by an obligation to the Parent from disclosing such information on a non-confidential basis to the Investor or its Representatives; (v) was independently developed by the Investor or its Representatives, or on the Investor’s behalf, without use of or reference to the Confidential Information; or (vi) is expressly permitted in writing by the Parent to be disclosed to third parties on a nonconfidential basis; provided that a combination of information shall not be considered public merely because individual elements thereof are in the public domain, unless the actual combination of all the elements is in the public domain.
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(e) Nothing in this Section 5.7 is to be construed as granting the Investor any title, ownership, license or other right of interest with respect to the Confidential Information. The Parent retains all right, title and interest in and to the Confidential Information.
(f) If the Investor is requested or required to disclose any Confidential Information in connection with any legal or administrative proceeding or investigation (including pursuant to the terms of a subpoena or order issued by a court of competent jurisdiction or a regulatory or self-regulatory body), or are requested or required by Law to disclose any Confidential Information, the Investor will provide the Parent with prompt written notice of any such request or requirement, to the extent reasonably practicable and not prohibited by Law, so that the Parent has an opportunity to seek a protective Order or other appropriate remedy or waive compliance with the provisions of this Section 5.7, in each case, at the Parent’s sole cost and expense. If the Parent waives compliance with the provisions of this Section 5.7 with respect to a specific request or requirement, the Investor shall disclose only that portion of the Confidential Information that is covered by such waiver and which is necessary to disclose in order to comply with such request or requirement. If (in the absence of a waiver by the Parent) the Parent has not secured a protective Order or other appropriate remedy, and the Investor is nonetheless then legally compelled to disclose any Confidential Information, the Investor may, without liability hereunder, disclose only that portion of the Confidential Information that is necessary to be disclosed.
(g) At any time upon written request by the Parent, the Investor shall, and shall direct its Representatives to, at the option of the Investor, promptly return to the Parent or promptly destroy all Confidential Information (including, electronic copies) supplied by the Parent to and in the possession of the Investor or its Representatives, as applicable, without retaining any copy thereof. Notwithstanding the foregoing, (i) the Investor and its Representatives may retain Confidential Information as required to comply with applicable Laws or their respective corporate governance, back-up or record keeping policies or procedures, and (ii) neither the Investor nor its Representatives shall be required to purge their respective computer or electronic archives.
(h) Notwithstanding the return or destruction of the Confidential Information as contemplated hereby or the termination of this Agreement, the Investor will continue to be bound by the terms of this Section 5.7 with respect thereto, including all obligations of confidentiality and restrictions on use for so long as this Agreement is in effect.

5.8 Information Rights

(a) In order to facilitate (i) the Investor’s and its Affiliates’ compliance with legal and regulatory requirements applicable to the beneficial ownership by the Investor and its Affiliates of equity securities of the Parent and the Issuer, and (ii) oversight of the Investor’s and its Affiliates’ investment in the Parent and the Issuer, the Parent agrees promptly to provide the Investor with the following:
(i) for so long as the As-Exchanged Ownership of the Investor is greater than 2.5%, within 90 days after the end of each fiscal year of the Parent, (i) an audited, consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal year and (ii) audited, consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity of the Parent and its Subsidiaries for such fiscal year; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Parent files its audited annual
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financial statements with the applicable Canadian Securities Commissions pursuant to National Instrument 51-102 – Continuous Disclosure Obligations ;

(ii) for so long as the As-Exchanged Ownership of the Investor is greater than 2.5%, within 45 days after the end of each of the first three quarters of each fiscal year of the Parent, (i) an unaudited, consolidated balance sheet of the Parent and its Subsidiaries as of the end of such fiscal quarter and (ii) consolidated statements of income, comprehensive income and cash flows of the Parent and its Subsidiaries for such fiscal quarter; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Parent files its interim financial report with the applicable Canadian Securities Commissions pursuant to National Instrument 51-102 – Continuous Disclosure Obligations ; and
(iii) for so long as the As-Exchanged Ownership of the Investor is greater than 5.0%, access to and consultation with appropriate officers and directors of the Issuer at such times as reasonably requested by the Investor (but no more frequently than once per fiscal quarter, upon reasonable prior notice and at mutually convenient times) for consultation with the Investor with respect to matters relating to the business and affairs of the Issuer and its Subsidiaries;

provided that the Parent shall not be obligated to provide such access or materials set forth in this Section 5.8 if the Parent determines, in its reasonable judgment, that doing so could (w) result in the disclosure of trade secrets or competitively sensitive information to third parties, (x) materially violate applicable Law, (y) jeopardize the protection of an attorneyclient privilege, attorney work product protection or other legal privilege (provided, however, that the Parent shall use reasonable efforts to provide alternative, redacted or substitute documents or information in a manner that would not result in the loss of the ability to assert attorney-client privilege, attorney work product protection or other legal privileges), or (z) expose the Parent to risk of liability for disclosure of personal information; provided that, in the case of each of clauses (w) through (z), the Parent shall use commercially reasonable efforts to disclose such information in a manner that would not violate the foregoing; provided, further, that the Parent shall cease providing information to the Investor pursuant to this Section 5.8 for any period for which the Investor makes such request.

(b) For so long as any shares of Series 1 Preferred Shares remain outstanding and held by the Investor, the Issuer shall, within 90 days after the end of each fiscal year of the Issuer, provide to the Investor a written notice stating whether the Issuer is a “United States real property holding corporation” within the meaning of Section 897 of the U.S. Tax Code based on the consolidated and consolidating balance sheet of the Issuer and its Subsidiaries as at the end of such preceding fiscal year (which determination, for the avoidance of doubt, may be based on the “alternative test” under Treasury Regulations Section 1.897-2(b)(2)).
(c) No later than ten days prior to the Dividend Record Date for any Cash Dividend or Accrued Dividend (each as defined in the Series 1 Preferred Share Terms), the Issuer shall provide to the Investors written notice stating (i) whether, and the extent to which, the Issuer expects such Cash Dividend or Accrued Dividend (if it were to be paid in cash) and future Cash Dividends or Accrued Dividends (if they were to be paid in cash) for such taxable year to constitute a dividend within the meaning of Section 316 of the U.S. Tax Code and (ii) in respect of an Accrued Dividend, whether the Issuer expects to treat such Accrued Dividend as a “distribution of property” under Section 305(b) of the U.S. Tax Code, the
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specific subsection of such section giving rise to the Issuer’s determination and a description of the relevant facts and analysis. For purposes of clause (i) in the preceding sentence, the Issuer’s expectation may be based upon the existing amount of accumulated earnings and profits of the Issuer and anticipated amount of current earnings and profits of the Issuer for the taxable year in which the Dividend Payment Date occurs, and may make any other assumptions permitted under U.S. Treasury Regulations Section 1.1441-3(c)(2)(ii). The Issuer and Investors shall discuss in good faith the Issuer’s determinations made in any such written notice.

5.9 Tax Matters.

(a) Each Investor (including any Investor who receives its Series 1 Preferred Shares or Parent Preferred Shares as a transferee of another Investor) shall (i) if acquiring Series 1 Preferred Shares deliver to the Issuer a properly completed IRS Form Form W-9 in accordance with the instructions set forth in such Form, along with any required waiver of local privacy laws that could otherwise prevent disclosure of information to the Issuer, the IRS or any other governmental authority for purposes of Chapter 3, Chapter 4 or Chapter 61 of the U.S. Tax Code, and (ii) if requested by the Issuer, deliver to the Issuer any other tax documentation or other information regarding the Investor that the Issuer may reasonably require from time to time in connection with the Issuer’s obligations under, and compliance with, applicable tax laws and regulations. Each Investor shall provide prompt written notice to the Issuer, and in any event within thirty (30) days, of any change in the Investor’s U.S. tax or withholding status. Each Investor shall, if holding Series 1 Preferred Shares, provide to the Issuer a new IRS Form W-9 if the IRS Form(s) previously submitted by the Investor is not applicable (or is not accurate). By executing this Agreement, each Investor understands and acknowledges that the Investor hereby waives any provision of law and/or regulation of any jurisdiction that would, absent a waiver, prevent compliance with the foregoing and otherwise with applicable law.
(b) It is intended that (i) the Series 1 Preferred Stock shall be treated as common stock in the Issuer for U.S. federal income tax purposes (including Section 305 of the U.S. Tax Code and the U.S. Treasury Regulations promulgated thereunder) and (ii) as a consequence, Accrued Dividends accruing and compounding on the Series 1 Preferred Stock and any difference between the purchase price and Liquidation Preference will not, by reason of Section 305(b)(4) of the U.S. Tax Code, be treated as a distribution of property under Section 301 of the U.S. Tax Code. The Issuer shall file all tax returns in a manner consistent with the foregoing intended tax treatment and shall not take any tax position that is inconsistent with such intended tax treatment except in connection with, or as required by, any of the following: (w) a change in relevant law, (x) the promulgation of relevant proposed U.S. Treasury Regulations, a notice promulgated announcing the intent to promulgate such Treasury Regulations or other guidance or authority issued by the U.S. Internal Revenue Service or U.S. Treasury Department addressing instruments similar to the Series 1 Preferred Stock (from and after the effective date of such regulations, notice or other guidance), or (y) a “determination” within the meaning of section 1313(a) of the U.S. Tax Code. In the event of any tax audit or other proceeding regarding any of the foregoing, the Issuer shall (x) promptly notify the Investor and keep the Investor apprised of all stages and developments concerning such audit or other proceeding and (y) contest in good faith, taking into account the interests of the Investors, any such audit or proceeding in a manner consistent with clauses (i) and (ii) of the first sentence of this Section 5.9(b), provided, however, the Issuer shall not be prevented from settling any proposed deficiency or adjustment by any taxing authority related to the positions described in clauses (i) and
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(ii) of the first sentence of this Section 5.9(b), and the Issuer shall not be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging any such position except at the Investor’s request and at the expense of the Investor.

5.10 Covenant to Seek Requisite Shareholder Approval

If the As-Exchanged Ownership of the Investor exceeds 19.9% and the Parent has, in relation to at least one Payment Period (as defined in the Series 1 Preferred Share Terms or Parent Preferred Share Terms, as applicable), not declared and paid a Cash Dividend to the holders of Series 1 Preferred Shares or Parent Preferred Share Terms in the amount specified in the Series 1 Preferred Share Terms or Parent Preferred Share Terms, respectively, the Parent will at its sole expense, convene a meeting of its shareholders as soon as is reasonably practicable for the purposes of obtaining Requisite Shareholder Approval, shall recommend that its shareholders provide such approval and shall take all other actions as are required (including, without limitation, filings with applicable regulatory authorities, including the stock exchange), to permit the exchange of all shares of Series 1 Preferred Shares or conversion of all Parent Preferred Shares, as applicable, each in accordance with their terms, into Common Shares without the Exchange Cap or Conversion Cap restrictions, as applicable. If the Requisite Shareholder Approval is not obtained at such shareholder meeting, the Parent shall include the Requisite Shareholder Approval on the agenda for the subsequent shareholder meeting, and the obligations of the Parent in this Section 5.10 shall apply to the Parent in respect of such subsequent shareholder meeting.

5.11 Covenant to Provide Notice of Voluntary Bankruptcy Event

For so long as the Investor holds 5% or more of the issued and outstanding Series 1 Preferred Shares, neither the Parent nor the Issuer shall commence a Voluntary Debt Restructuring, and , for so long as the Investor holds 5% or more of the issued and outstanding Parent Preferred Shares, the Parent shall not commence a Voluntary Debt Restructuring, in either case unless (a) the Board of Directors has determined in good faith that the Parent or the Issuer, as applicable, is Insolvent, or (b) the Investor has provided its prior written consent, provided that if the Parent shall have commenced a Voluntary Debt Restructuring in accordance with (a) above, no consent of the Investor shall be required for the Issuer to commence a concurrent Voluntary Debt Restructuring regardless of whether the Issuer is Insolvent. For so long as the Investor holds any Series 1 Preferred Shares or Parent Preferred Shares, if the Parent or the Issuer determines in good faith that a Voluntary Bankruptcy Event is reasonably likely to occur, the Parent or the Issuer shall provide the Investor with written notice thereof not less than five (5) Business Days prior to commencing such Voluntary Bankruptcy Event.

ARTICLE 6 MISCELLANEOUS

6.1 Notices

(a) 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:
(i) in the case of the Investor:

Brookfield Special Opportunities LLC c/o Brookfield Asset Management

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Brookfield Place New York 250 Vesey Street, 15th Floor, New York, New York 10281 Attention: Michael Horowitz Michael Rudnick E-mail: [ redacted ] [ redacted ]

with a copy to:

Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attention: Douglas Ryder, P.C. Leo Greenberg, P.C. Ross Leff, P.C. Elizabeth Freechack E-mail: [ redacted ] [ redacted ] [ redacted ] [ redacted ]

with a copy to:

Goodmans LLP 333 Bay Street, Suite 3400 Toronto, Ontario M5H 2S7 Attention: Neill May Brandon Hoffman E-mail: [ redacted ] [ redacted ]

(ii) in the case of the Parent:

401, 200 Wellington Street West Toronto, Ontario M5V 3C7 Attention: Darren Hribar, Senior Vice President and Chief Legal Officer E-mail: [ redacted ]

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with a copy to:

Torys LLP 4600 Eighth Avenue Place East 525 – 8[th] Avenue S.W. Calgary, AB T2P 1G1 Attention: Lianne Tysowski E-mail: [ redacted ]

(iii) in the case of the Issuer:

650 E. Swedesford Road Suite 300, Wayne, PA 19087 Attention: Darren Hribar, Vice President and Secretary E-mail: [ redacted ]

with a copy to: 401, 200 Wellington Street West Toronto, Ontario M5V 3C7 Attention: Darren Hribar, Senior Vice President and Chief Legal Officer E-mail: [ redacted ]

with a copy to:

Torys LLP 4600 Eighth Avenue Place East 525 – 8[th] Avenue S.W. Calgary, AB T2P 1G1 Attention: Lianne Tysowski E-mail: [ redacted ]

(b) 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 by email or personally by hand (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 by internationally recognized overnight courier, on the Business Day following the date of mailing; provided, however, that if at the time of mailing or within two 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.
(c) Any party may at any time change its address for service from time to time by giving notice to the other parties in accordance with this Section 6.1.

6.2 Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a

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waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

6.3 Assignment

No party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other party which consent may be withheld in its sole discretion. Notwithstanding the foregoing, (i) the Investor may assign and Transfer all of its rights, benefits, duties and obligations under this Agreement in their entirety, without the consent of the Parent, to an Affiliate of the Investor, provided that: (a) any such Assignee shall, prior to any such Transfer, agree to be bound by all of the covenants of the Investor contained herein and comply with the provisions of this Agreement, and shall deliver to the Parent a duly executed undertaking to such effect in form and substance satisfactory to the Parent, acting reasonably; (b) any such Assignee is not a Competitor; and (c) where any rights of the Investor under this Agreement have been assigned, such rights shall only be exercised on behalf of all assignees and the Investor as provided for herein; and (ii) without the prior written consent of the Parent or the Issuer, the Investor may grant a security interest in its rights (but not its obligations) under this Agreement in connection with any Back Leverage. For greater certainty, no assignment by the Investor or any assignee (each, an “ Assignee ”) of its rights hereunder shall relieve such Assignee of its obligations hereunder.

6.4 Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the parties and their respective successors or heirs, executors, administrators and other legal personal representatives, and permitted assigns.

6.5 Further Assurances

Each of the parties hereto shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

6.6 Right to Injunctive Relief

Each of the parties hereby acknowledges and agrees that in the event of a breach or threatened breach of any of its covenants hereunder, the harm suffered would not be compensable by monetary damages alone and, accordingly, in addition to other available legal or equitable remedies available to such party, the Investor (in respect of any breach of this Agreement by the Parent) and the Parent (in respect of any breach of this Agreement by the Investor) shall be entitled to apply for an injunction or specific performance with respect to such breach or threatened breach, without proof of actual damages (and without the requirement of posting a bond, undertaking or other security in connection with such action), and each of the parties hereby agrees not to plead sufficiency of damages as a defence in such circumstances. In the event the Parent reasonably believes on the advice of counsel that it has a claim or possible claim against the Investor for a material breach or threatened material breach hereunder that is likely to succeed, the Parent shall provide notice to the Investor thereof. Immediately after such notice or, if such breach is capable of cure, in the event that the Investor has not cured such breach within a seven (7) day period, the Investor shall have no further rights under this Agreement unless and until such claim is abandoned or resolved substantially in the Investor’s favour.

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6.7 Counterparts

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (including by email or scanned pages), with the same effect as if all parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement. Electronic signatures and electronic pdf signatures (including by email or scanned pages) shall be acceptable as a means of executing such documents.

6.8 Liability of the Parent and the Issuer

Each of the Parent and the Issuer agree and acknowledge that any breach of this Agreement by, or the failure to perform any obligation in accordance with the terms of this Agreement of, the Issuer shall be deemed to be a breach of this Agreement by, or failure to perform such obligation of, the Parent, and the Parent shall be fully and directly liable for any and all damages relating to, arising from or suffered in connection with such breach or failure.

IN WITNESS WHEREOF , this Agreement has been executed by the parties on the date first written above.

Per: signed “Darren Hribar” Name: Darren Hribar Title: Senior Vice President and Chief Legal Officer

SUPERIOR PLUS US HOLDINGS INC.

Per: signed “Darren Hribar” Name: Darren Hribar Title: Vice President and Secretary

SPC PIPE L.P. By: BROOKFIELD SPECIAL OPPORTUNITIES FUND GP LLC, its general partner

Per: signed “Andrew Schmidt” Name: Andrew Schmidt Title: Senior Vice President

[ Signature Page to Investor Rights Agreement ]

SCHEDULE A SERIES 1 PREFERRED STOCK TERMS

See attached.

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

Superior Plus US Holdings Inc. (hereinafter called the “ Corporation ”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify as follows:

FIRST : That on June 7, 2020 and July 9, 2020, the Board of Directors of the Corporation duly adopted and declared advisable resolutions by unanimous written consent pursuant to Section 141(f) of the DGCL, setting forth a proposed amendment of the Certificate of Incorporation of the Corporation (the “ Amendment ”), such resolutions in respect of which are set forth below;

SECOND : That on June 7, 2020 and July 9, 2020, the sole stockholder of the Corporation, Superior International Inc., acting pursuant to Section 228 of the DGCL, provided its consent to the adoption of the Amendment; and

THIRD : That the Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

The resolutions setting forth the Amendment are as follows:

RESOLVED: That upon the filing and effectiveness (the “ Effective Time ”) pursuant to the DGCL of the Amendment, each share of common stock of the Corporation, each with a par value of $0.01 per share, issued and outstanding immediately prior to the Effective Time (the “ Existing Common Stock ”) shall, automatically and without any action on the part of the respective holders thereof, be converted into one hundred (100) shares of common stock of the Corporation (the “ Stock Split ”), each with a par value of $0.0001 per share (the “ New Common Stock ”). Fractional shares of New Common Stock may be issued in connection with the Stock Split. Each certificate (if any) that immediately prior to the Effective Time represented shares of Existing Common Stock (“ Old Certificates ”), shall thereafter represent that number of shares of New Common Stock into which the shares of Existing Common Stock represented by the Old Certificate shall have been converted.

RESOLVED : Section 4 of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is 1,760,000 consisting of (i) 1,500,000 shares of common stock, with the par value of $0.0001 per share (“ Common Stock ”) and (ii) 260,000 shares of Preferred Stock, with the par value of $0.0001 per share (“ Preferred Stock ”).

RESOLVED : The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A. COMMON STOCK

General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein.
Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings).

B. PREFERRED STOCK

Of the Preferred Stock authorized and unissued by the Certificate of Incorporation, 260,000 shares shall be designated Series 1 Preferred Stock with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations. Unless otherwise indicated, references to “sections” or “subsections” in this Part B of Section 4 refer to sections and subsections of Part B of this Section 4.

Definitions. In this Part B of Section 4, the following terms shall have the following meanings:
1.1. “ Accrued Dividends ” shall mean, with respect to any share of Series 1 Preferred Stock, as of any date, the dividends that have accrued on such share pursuant to Section 2.1 or Section 2.2, less any dividends paid in cash pursuant to Section 2.1, from the Issue Date up to, but not including, such date;
1.2. “ Acquiring Person ” shall have the meaning given to it in the Shareholder Rights Plan;
1.3. “ acting together ” shall mean acting together to influence the outcome of a vote of security holders as such concept is used in the context of the definition of “materially affect control” in Part I of the TSX Company Manual;
1.4. “ Affiliate ” shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified; provided, however, that (i) the Parent and its Subsidiaries (including the Corporation) shall not be deemed to be Affiliates of any Holder or any of its Affiliates, (ii) a Holder’s Affiliates shall not include any such Holder’s Disaggregated Affiliates, and (iii) a Holder’s Affiliates shall not include Brookfield Public Securities Group LLC, Oaktree Capital Group LLC, Oaktree Capital Group Holdings, L.P., Atlas OCM Holdings LLC and their respective Subsidiaries. For the purposes of this definition, “control” when used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise;
1.5. “ Bankruptcy ” means, with respect to any Person, the occurrence of any of the following events: (i) the filing of an application by such Person for, or a consent to,

the appointment of a trustee or custodian of such Person’s assets; (ii) the filing by such Person of a voluntary petition in bankruptcy or the seeking of relief under Title 11 of the United States Code, the Bankruptcy and Insolvency Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable laws, as now constituted or hereafter amended, or the filing of a pleading in any court of record admitting in writing such Person’s inability to pay its debts as they become due; (iii) the making by such Person of a general assignment for the benefit of creditors; (iv) the filing by such Person of an answer admitting the material allegations of, or such Person’s consenting to, or defaulting in answering, a bankruptcy petition filed against it in any bankruptcy proceeding or petition seeking relief under Title 11 of the United States Code, the Bankruptcy and Insolvency Act (Canada) or any other similar bankruptcy, insolvency or analogous applicable laws, as now constituted or as hereafter amended; or (v) the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such Person a bankrupt or insolvent or for relief in respect of such Person or appointing a trustee or custodian of such Person’s assets and the continuance of such order, judgment or decree unstayed and in effect for a period of 60 consecutive calendar days;

1.6.
“ Beneficial Ownership Cap ” shall have the meaning set forth in Section 9;
1.7. “ Board of Directors ” shall mean the board of directors of the Corporation or, with respect to any action to be taken by the Board of Directors, any committee of the Board of Directors duly authorized to take such action;
1.8. “ Business Day ” means any day, other than: (a) a Saturday, Sunday or statutory holiday in the Provinces of Ontario or Alberta or the State of New York; or (b) a day on which banks are generally closed in the Provinces of Ontario or Alberta or the State of New York;
1.9. “ Capital Reorganization ” shall have the meaning set forth in Section 5.5(e);
1.10. “ Cash Dividends ” shall have the meaning set forth in Section 2.1;
1.11. “ CBCA ” means the Canada Business Corporations Act ;
1.12. “ Certificate of Incorporation ” shall mean the Certificate of Incorporation of the Corporation, as it may be amended or restated from time to time;
1.13. “ Change of Control ” shall mean the occurrence of any of the following:
(a) (i) the direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the properties or assets of the Parent and its Subsidiaries, taken as a whole, to any Person (other than to the Parent or to any wholly-owned Subsidiary of the Parent), or (ii) a plan or scheme of arrangement, merger, amalgamation, consolidation, share sale or other transaction or series of related transactions, in which all of the Parent Common Shares are exchanged for, converted into, acquired for, or constitute solely the right to

receive, other securities, cash or other property, in each case of (i) or (ii), that would result in the Persons who beneficially own, directly or indirectly, the Parent Common Shares (or other voting shares of the Parent, on an asexchanged basis) as of immediately prior to such transaction ceasing to beneficially own, directly or indirectly, a majority of the outstanding Parent Common Shares (or other voting shares of the Parent or outstanding common equity securities of the surviving entity, in each case, on an asexchanged basis) immediately following the completion of such transaction;

(b) the consummation of any transaction or series of related transactions (including, without limitation, pursuant to a merger, amalgamation or consolidation), the result of which is that any Person, including any Persons acting jointly or in concert with such Person, becomes the beneficial owner, directly or indirectly, of shares of the Parent’s common equity representing more than 50% of the voting power of all of the Parent’s then-outstanding common equity, on an as-exchanged basis (this clause (b), together with clause (a) of this definition, a “ Change of Control Call Event ”);
(c) the Corporation ceases to be a direct or indirect Subsidiary of the Parent, other than in connection with any event in clause (a) or (b) above; or
(d) the Parent voluntarily causes the Common Shares to cease to be listed or quoted on a Stock Exchange, other than in connection with any event in clause (a) or (b) above.
1.14. “ Change of Control Redemption Call Right ” shall have the meaning set forth in Section 7.4;
1.15. “ Change of Control Redemption Date ” shall have the meaning set forth in Section 7.1;
1.16. “ Change of Control Redemption Notice ” shall have the meaning set forth in Section 7.3;
1.17. “ Change of Control Redemption Premium ” shall mean, as to each share of Series 1 Preferred Stock on a Change of Control Redemption Date, an amount equal to (i) 1.4 times the Liquidation Preference less (ii) the Liquidation Preference less (iii) the aggregate Cash Dividends and any cash dividends pursuant to Section 2.4 paid in respect of such share of Series 1 Preferred Stock from the Issue Date up to and including the Change of Control Redemption Date, which shall include the amount of Accrued Dividends as at the Change of Control Redemption Date to be paid as part of the Change of Control Redemption Price in accordance with Section 7.2; and, for certainty, if the foregoing results in zero or a negative amount, the Change of Control Redemption Premium shall be zero dollars ($0.00);
1.18. “ Change of Control Redemption Price ” shall have the meaning set forth in Section 7.2;

1.19. “ close of business ” shall mean 5:00 p.m. (Toronto time);
1.20. “ Closing Sale Price ” of the Parent Common Shares shall mean, as of any date, the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the Stock Exchange or, if the Parent Common Shares are not traded on a Stock Exchange, then in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. In the absence of such a quotation, the Closing Sale Price shall be an amount determined to be the fair market value of a Parent Common Share by an Independent Financial Advisor retained by the Corporation for such purpose, acting reasonably. If the Parent Common Shares are traded on more than one Stock Exchange, the volume and price information used to determine the Closing Sale Price shall be the volume and price information in respect of the Stock Exchange on which the aggregate trading volume was the highest as of such date (converted to Canadian dollars);
1.21. “ Common Stock ” shall mean the common stock, with the par value of USD$0.01 per share of the Corporation or any other capital stock of the Corporation into which such Common Stock shall be reclassified or changed;
1.22. “ Corporation ” shall mean Superior Plus US Holdings Inc., a Delaware corporation;
1.23. “ Disaggregated Affiliate ” means, in respect of any Person, an Affiliate of such Person which may be disaggregated in accordance with the principles in National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ;
1.24. “ Dividend Payment Date ” shall mean the date that is fifteen (15) days after the end of each applicable Payment Period of the Corporation, unless the Board of Directors designates an earlier date;
1.25. “ Dividend Rate ” shall mean:
(a) the rate of 7.25% per annum for the period from the Issue Date through to, but excluding, July 1, 2027 (the “ First Dividend Change Date ”),
(b) the rate of 8.00% per annum for the period from, and including, the First Dividend Change Date through to, but excluding, July 1, 2028 (the “ Second Dividend Change Date ”),
(c) the rate of 8.75% per annum for the period from, and including, the Second Dividend Change Date through to, but excluding, July 1, 2029 (the “ Third Dividend Change Date ”),

(d) the rate of 9.50% per annum for the period from, and including, the Third Dividend Change Date through to, but excluding, July 1, 2030 (the “ Fourth Dividend Change Date ”), and
(e) the rate of 10.25% per annum from and after the Fourth Dividend Change Date;

provided, however, in the event that the Corporation does not pay a Cash Dividend for any Payment Period commencing on or after the First Dividend Change Date (such Payment Period, the “ Initial PIK Payment Period ”), the rate for the Initial PIK Payment Period and any subsequent Payment Period in which the Corporation does not pay a Cash Dividend shall be the rate then in effect (as set out in clauses (a) through (e) above) plus 1.00% (the “ PIK Premium ”); provided, further, that the PIK Premium applicable to subsequent Payment Periods in which the Corporation does not pay a Cash Dividend shall increase by 1.00% on a cumulative basis on each anniversary of the date upon which the Initial PIK Payment Period commenced; provided, further, that in no event shall the Dividend Rate exceed 14.25%. For the avoidance of doubt, the PIK Premium is not applicable to any Payment Period in respect of which a Cash Dividend is paid by the Corporation;

1.26. “ Dividend Record Date ” shall mean, with respect to any Payment Period and applicable Dividend Payment Date, the record date (which shall be a Business Day) fixed by the Board of Directors for holders eligible to receive any dividend declared for such Payment Period, which shall not be more than thirty (30) days nor less than fifteen (15) days preceding the applicable Dividend Payment Date;
1.27. “ DRIP ” shall mean the Parent’s Dividend Reinvestment and Optional Share Purchase Plan or any similar dividend reinvestment plan approved by the board of directors of Parent;
1.28. “ DRIP Participation Percentage ” shall mean that fraction expressed as a percentage, (a) the numerator of which shall be the aggregate number of Parent Common Shares issued by Parent in any Payment Period pursuant to the DRIP, and (b) the denominator of which shall be the aggregate number of Parent Common Shares issuable by Parent in such Payment Period pursuant to the DRIP, assuming for purposes of this clause (b) participation in the DRIP by all holders of Parent Common Shares eligible to participate in the DRIP;
1.29. “ Exchange Agreement ” shall mean the Exchange and Support Agreement, dated on or about July 13, 2020, by and among the Parent, the Corporation and the Holders, as amended, supplemented, restated, exchanged or replaced from time to time;
1.30. “ Exchange Cap ” shall have the meaning set forth in Section 5.10;
1.31. “ Exchange Date ” shall mean the Optional Exchange Date or the Forced Exchange Date, as applicable;

1.32. “ Exchange Price ” shall mean $8.66584702507, as may be adjusted from time to time in the manner set forth herein;
1.33. “ Exchange Rate ” shall have the meaning set forth in Section 5.1;
1.34. “ Exchanging Holder ” shall mean (a) a Holder that has provided an Optional Exchange Notice and (b) where the Corporation has provided a Forced Exchange Notice, each Holder of Series 1 Preferred Stock;
1.35. “ Ex-Date ” means the first date on which the Parent Common Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Parent or, if applicable from the seller of Parent Common Shares on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market;
1.36. “ Forced Exchange Date ” shall have the meaning set forth in Section 5.2;
1.37. “ Forced Exchange Notice ” shall have the meaning set forth in Section 5.2;
1.38. “ Forced Exchange Notice Date ” shall have the meaning set forth in Section 5.2;
1.39. “ FX Rate ” means the foreign exchange rate between the U.S. dollar and the Canadian dollar published by Thomson Reuters (or any successor) as the Thomson Reuters Intraday Spot Rate (or any successor rate) at approximately 12:00 p.m. Eastern Time on the Business Day immediately preceding the applicable date of redemption, payment or other determination, as applicable; provided, however, that:
(a) if such rate ceases to be published, then the “FX Rate” shall be deemed to be the foreign exchange rate between the U.S. dollar and the Canadian dollar published by the Bank of Canada each day at approximately 4:30 p.m. Eastern Time;
(b) should Thomson Reuters (or any successor) or the Bank of Canada, as applicable, publish the exchange rate only once per day, the exchange rate published at such time will be used; and
(c) if all of the foregoing exchange rates cease to be published, then the exchange rate will be such replacement exchange rate as may be selected by the board of directors of the Corporation in good faith;
1.40. “ Guarantee Agreement ” shall mean the subordinated guarantee agreement, dated on or about July 13, 2020, by and among the Parent and the Holders, as amended, supplemented, restated, exchanged or replaced from time to time;
1.41. “ Holder ” and, unless the context requires otherwise, “ holder ” shall each mean a holder of record of a share of Series 1 Preferred Stock;

1.42. “ Independent Financial Advisor ” shall mean an accounting, appraisal, investment banking firm or consultant of nationally recognized standing; provided, however, that such a firm or consultant shall not be an Affiliate of the Corporation and shall be reasonably acceptable to the Holders of at least a majority of the shares of Series 1 Preferred Stock outstanding at the time of engagement by the Corporation;
1.43. “ Investor Rights Agreement ” shall mean the Investor Rights Agreement, dated on or about July 13, 2020, by and among SPC PIPE L.P., the Parent and the Corporation, as amended, supplemented, restated, exchanged or replaced from time to time;
1.44. “ Issue Date ” shall mean the original date of issuance of the Series 1 Preferred Stock;
1.45. “ Junior Stock ” shall mean the Common Stock and each other class of the Corporation’s capital stock or series of preferred stock established after the Issue Date, by the Board of Directors, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Series 1 Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Corporation;
1.46. “ Liquidation Preference ” shall mean, with respect to each share of Series 1 Preferred Stock, $1,000;
1.47. “ Liquidation Premium ” shall mean, as to each share of Series 1 Preferred Stock on the date a distribution is made to Holders in accordance with Section 4.2 (the “ Distribution Date ”), an amount equal to (i) 1.4 times the Liquidation Preference less (ii) the Liquidation Preference less (iii) the aggregate Cash Dividends and any cash dividends pursuant to Section 2.4 paid in respect of such share of Series 1 Preferred Stock from the Issue Date up to and including the Distribution Date, which shall include the amount of Accrued Dividends as at the Distribution Date to be paid as part of the distribution on such share in accordance with Section 4.2; and, for certainty, if the foregoing results in zero or a negative amount, or if no Voluntary Bankruptcy Event has occurred, the Liquidation Premium shall be zero dollars ($0.00);
1.48. “ Market Value ” shall mean the VWAP during a ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately prior to the date of determination;
1.49. “ NI 45-106 ” shall mean National Instrument 45-106 – Prospectus Exemptions implemented by the members of the Canadian Securities Administrators;
1.50. “ NI 62-104 ” shall mean National Instrument 62-104 Take-Over Bids and Issuer Bids implemented by the members of the Canadian Securities Administrators;
1.51. “ Officer ” shall mean any officer of the Corporation;

1.52. “ opening of business ” shall mean 9:00 a.m. (Toronto time);
1.53. “ Optional Exchange Date ” shall have the meaning set forth in Section 5.1;
1.54. “ Optional Exchange Notice ” shall have the meaning set forth in Section 5.1;
1.55. “ Optional Exchange Notice Date ” shall have the meaning set forth in Section 5.1;
1.56. “ Optional Parent Call Right ” shall mean the right of the Parent, following the receipt by the Corporation of an Optional Exchange Notice from a Holder or the provision by the Corporation of a Forced Exchange Notice to each Holder, to acquire directly from each Exchanging Holder all, but not less than all, of the number of shares of Series 1 Preferred Stock set forth in the Optional Exchange Notice or Forced Exchange Notice, as applicable, in accordance with the terms of the Exchange Agreement;
1.57. “ Optional Parent Put Exchange Date ” shall mean the date shares of Series 1 Preferred Stock are exchanged for Parent Common Shares pursuant to an Optional Parent Put Right;
1.58. “ Optional Parent Put Right ” shall mean the right of a Holder to exchange shares of Preferred Stock for Parent Common Shares directly with the Parent pursuant to the Exchange Agreement;
1.59. “ Optional Redemption Date ” shall have the meaning set forth in Section 6.1;
1.60. “ Optional Redemption Notice ” shall have the meaning set forth in Section 6.3;
1.61. “ Optional Redemption Price ” shall have the meaning set forth in Section 6.2;
1.62. “ Ordinary Course Dividend Amount ” shall mean a dividend of CAD$0.06 per Parent Common Share per month (and for certainty, shall mean a dividend of CAD$0.18 per Parent Common Share per fiscal quarter, if such dividend is paid quarterly), as such amount may be adjusted to account for any subsequent share split, share consolidation or similar transaction in respect of the Parent Common Shares;
1.63. “ Parent ” shall mean Superior Plus Corp., a corporation incorporated under the CBCA;
1.64. “ Parent Common Shares ” shall mean the common shares in the share capital of the Parent;
1.65. “ Parent Voting Percentage ” shall mean, as of any applicable date, that fraction expressed as a percentage, (a) the numerator of which shall be the total number of Beneficiary Votes (as defined in the Voting Trust Agreement), and (b) the denominator of which shall be the total number of Voting Shares (as defined in the Voting Trust Agreement) outstanding; provided that, solely for the purposes of

Section 3.2 hereof, in no event shall the Parent Voting Percentage exceed 19.9% regardless of whether any similar restriction in the Voting Trust Agreement no longer applies as a result of obtaining the Requisite Shareholder Approval;

1.66. “ Parity Stock ” shall mean any class of capital stock or series of preferred stock of the Corporation established after the Issue Date by the Board of Directors, the terms of which expressly provide that such class or series will rank on a parity with the Series 1 Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Corporation;
1.67. “ Paying Agent ” shall mean the Transfer Agent, acting in its capacity as paying agent for the Series 1 Preferred Stock, and its successors and assigns, or any other Person appointed to serve as paying agent by the Corporation;
1.68. “ Payment Period ” shall mean (a) the period commencing on the Issue Date and ending on the last day of the calendar month in which the Issue Date occurs, and (b) each calendar month thereafter; provided that in the event Parent is declaring and paying dividends on the Parent Common Shares in cash on a quarterly basis (or on the basis of any longer period) or is not declaring and paying dividends on the Parent Common Shares, then following written notice thereof by the Corporation to the Investors, the Payment Period shall mean a fiscal quarter (with the Payment Period reverting to a calendar month in the event Parent is declaring and paying dividends on the Parent Common Shares in cash on a monthly basis);
1.69. “ Person ” shall include any individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof;
1.70. “ Redeeming Party ” shall have the meaning set forth in Section 7.1;
1.71. “ Redemption Date ” shall mean an Optional Redemption Date or a Change of Control Redemption Date, as applicable;
1.72. “ Reference Property ” shall have the meaning set forth in Section 5.5(e);
1.73. “ Requisite Shareholder Approval ” shall have the meaning set forth in Section 5.10;
1.74. “ Securities Representations ” shall mean, for a prospective exchange of Preferred Stock for Parent Common Shares by a Holder, a written representation by such Holder in favor of the Corporation and the Parent (and enforceable by the Corporation or the Parent against such Holder) that such Holder: (i) is resident in Canada at the time of the exchange; or (ii) is resident in a jurisdiction outside of Canada, is not exercising the exchange in the United States or by or on behalf of a U.S. Person and will acquire Parent Common Shares pursuant to an exemption from any prospectus or securities registration or similar requirements under the applicable securities laws of such jurisdiction or any other securities laws to which

such Holder is otherwise subject and such exchange would not result in any obligation of the Parent or the Issuer to prepare and file a prospectus, an offering memorandum or similar document or any obligation of the Parent or the Issuer to make any filings with or seek any approvals of any kind from any regulatory body in such jurisdiction or any other ongoing reporting requirements with respect to such exchange or otherwise; or (iii) if in the United States or a U.S. Person on whose behalf such exchange is being made, is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act or is otherwise permitted to acquire Parent Common Shares pursuant to an available exemption from registration under the Securities Act and applicable state securities laws at the time of such exchange;

1.75. “ Series 1 Preferred Stock ” shall mean the Series 1 Preferred Stock of the Corporation authorized pursuant to this Section 4 of the Certificate of Incorporation;
1.76. “ Shareholder Rights Plan ” shall mean the amended and restated shareholder rights plan agreement dated as of February 16, 2012 between the Parent and Computershare Trust Corporation of Canada, as rights agent, as amended and restated on March 30, 2012, May 1, 2015 and May 8, 2018, as further amended, restated, succeeded or replaced from time to time;
1.77. “ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended;
1.78. “ Senior Stock ” shall mean each class of capital stock or series of preferred stock of the Corporation established after the Issue Date by the Board of Directors, the terms of which expressly provide that such class or series will rank senior to the Series 1 Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Corporation;
1.79. “ Stock Exchange ” shall mean the Toronto Stock Exchange or, if the Parent Common Shares are not listed on the Toronto Stock Exchange, such other major securities exchange or market on which the Parent Common Shares are then listed and posted for trading;
1.80. “ Subsidiary ” shall mean, as to any Person, any corporation or other entity of which: (a) such Person or a Subsidiary of such Person is a general partner or, in the case of a limited liability company, the managing member or manager thereof; (b) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (c) any corporation or other entity as to which such Person consolidates for accounting purposes. For the avoidance of

doubt, for purposes of this Certificate of Incorporation, each of the Corporation and its Subsidiaries shall be considered a Subsidiary of the Parent;

1.81. “ Trading Day ” shall mean a day during which trading in securities generally occurs on the Stock Exchange and if the Parent Common Shares are not so traded, “ Trading Day ” shall mean a Business Day;
1.82. “ Transfer Agent ” shall mean, as applicable, Computershare Trust Corporation of Canada, acting as the Parent’s duly appointed transfer agent, registrar, exchange agent and dividend disbursing agent for the Parent Common Shares, or the Corporation’s duly appointed transfer agent, registrar, exchange agent and dividend disbursing agent for the Series 1 Preferred Stock, if any, or if none, an Officer, and in each case their successors and assigns, or any other person appointed to serve as transfer agent, registrar, exchange agent, conversion agent and dividend disbursing agent by the Parent or the Corporation, as applicable;
1.83. “ Trigger Event ” shall have the meaning set forth in Section 5.5(g);
1.84. “ Voluntary Bankruptcy Event ” shall mean a Bankruptcy of the Parent or any Subsidiary thereof that is voluntarily commenced by the Parent or any such Subsidiary;
1.85. “ Voting Trust Agreement ” shall mean the voting trust agreement, dated on or about July 13, 2020, by and among the trustee named therein, the Parent, the Holders and the Corporation, as amended, supplemented, restated, exchanged or replaced from time to time; and
1.86. “ VWAP ” shall mean the volume weighted average trading price of the Parent Common Shares on the Stock Exchange, calculated by dividing the total value by the total volume of Parent Common Shares traded for the relevant period.

2. Dividends

2.1. Holders shall be entitled to receive, and the Corporation shall pay thereon, if, as and when declared by the Board of Directors, with respect to each share of Series 1 Preferred Stock prior to any distributions made in respect of any Junior Stock in respect of the same Payment Period, out of funds legally available for payment, cash dividends (“ Cash Dividends ”) on the sum of (i) the Liquidation Preference plus (ii) any Accrued Dividends, in each case, as of immediately after the last day of the immediately prior fiscal quarter (or if there has been no prior full fiscal quarter, the Issue Date), computed on the basis of a 360-day year consisting of twelve 30-day months, at the applicable Dividend Rate. To the extent the Board of Directors so declares, Cash Dividends shall be payable in arrears on the Dividend Payment Date for each Payment Period to the Holders as they appear on the Corporation’s stock register at the close of business on the relevant Dividend Record Date. Dividends on the Series 1 Preferred Stock shall accrue and become Accrued Dividends on a day-to-day basis from the last day of the most recent fiscal quarter, or if there has been no prior full fiscal quarter, from the Issue Date, until

Cash Dividends are declared and paid pursuant to this Section 2.1 in respect of such accrued amounts. For the avoidance of doubt and notwithstanding anything to the contrary set forth herein, in the event that the Payment Periods within any fiscal quarter are a calendar month, the Cash Dividends payable with respect to each share of Series 1 Preferred Stock shall be an equal amount for each such Payment Period.

2.2. If the Board of Directors does not declare and pay a Cash Dividend in accordance with Section 2.1 for any Payment Period, the amount of such Cash Dividend shall automatically without any action of the Board of Directors continue to accrue as Accrued Dividends in lieu of paying the applicable Cash Dividend; provided, that the Board of Directors must provide written notice to the Holders on or prior to the last day of the applicable Payment Period (and in no event later than five (5) Business Days prior to the applicable Dividend Payment Date) of its intention to not pay Cash Dividends for such Payment Period. For the avoidance of doubt, without the consent of Holders representing at least a majority of the then-issued and outstanding Series 1 Preferred Stock, the Corporation shall not make a cash payment to Holders in respect of any such Cash Dividends following the applicable Dividend Payment Date thereof pursuant to Section 2.1 (except for any dividends payable on Accrued Dividends for subsequent Payment Periods in accordance with the terms of Section 2.1) or this Section 2.2 and the value associated with such Accrued Dividends shall be delivered to Holders through payment or exchange in accordance with Section 4, Section 5, Section 6 and Section 7.
2.3. Notwithstanding anything herein to the contrary, no dividend shall be paid in respect of any Junior Stock (other than in respect of dividends paid to Affiliates of the Corporation), the Parent Common Shares or any other class of shares in the capital of the Parent that ranks on a parity with or junior to the Parent Common Shares as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Parent for any Payment Period in which Cash Dividends have not been declared and paid in full in respect of such Payment Period.
2.4. In the event that the Parent declares a dividend on the Parent Common Shares to be paid in cash or other property (other than Parent Common Shares), other than a cash dividend no greater than the Ordinary Course Dividend Amount, the Holders shall be entitled to receive, and the Corporation shall pay thereon, if, as and when declared by the Board of Directors with respect to each share of Series 1 Preferred Stock, an amount equal to the product of (a) the amount or value of the dividend, as applicable, paid on each Parent Common Share less the Ordinary Course Dividend Amount, converted to U.S. dollars at the applicable FX Rate, multiplied by (b) the Exchange Rate then in effect. Such dividends shall be payable to the Holders as they appear on the Corporation’s share register at the close of business on the applicable record date for the payment of such Parent Common Share dividends and shall be paid concurrently with the payment to the holders of Parent Common Shares.

3. Voting and Protective Provisions.

3.1. Except as otherwise provided by law or herein, the Holders shall be entitled to notice of and to attend all stockholder meetings of the Corporation which the holders of shares of Common Stock are entitled to attend (a “ Meeting ”) and to vote on all matters submitted to a vote of the holders of shares of Common Stock at any such Meeting. The shares of Series 1 Preferred Stock and Common Stock shall vote together as a single class.
3.2. Except as otherwise provided herein, (i) the Series 1 Preferred Shares shall be entitled to an aggregate percentage of the votes at any Meeting equal to the Parent Voting Percentage in effect on the record date for the determination of stockholders entitled to vote at such Meeting, and (ii) each Series 1 Preferred Share shall entitle the Holder to a number of votes equal to its pro rata portion of such Parent Voting Percentage (based on the total number of Series 1 Preferred Shares outstanding on the record date for the determination of stockholders entitled to vote at such Meeting).
3.3. So long as any shares of Series 1 Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by the Delaware General Corporation Law or the Certificate of Incorporation or otherwise set forth herein, the affirmative vote or consent of the Holders representing at least a majority of the outstanding shares of Series 1 Preferred Stock, which may be withheld in their sole discretion, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating the actions set forth below, whether by amendment to the Certificate of Incorporation, by merger, consolidation or otherwise:
(a) any issuance, authorization or creation of, or any increase by the Corporation in the issued or authorized amount of, any (i) specific class or series of Parity Stock or Senior Stock, or (ii) any note, bond, debenture or other debt security that is convertible into or exchangeable for any specific class or series of Parity Stock or Senior Stock;
(b) any increase in the number of issued or authorized amount of Preferred Stock, including issuing additional Series 1 Preferred Stock or any reissuance thereof;
(c) any exchange, reclassification or cancellation of the Series 1 Preferred Stock, other than as provided in the Certificate of Incorporation; or
(d) any amendment, modification or alteration of, or supplement to, the Certificate of Incorporation that would materially and adversely affect the rights, preferences, privileges or voting powers of the Series 1 Preferred Stock or any Holder.

3.4. Prior to the actual delivery of such Parent Common Shares on the applicable Exchange Date, the Parent Common Shares due upon exchange of the Series 1 Preferred Stock shall not be deemed to be delivered and Holders shall have no voting rights with respect to such Parent Common Shares solely by virtue of holding the Series 1 Preferred Stock; provided however that Holders of such Series 1 Preferred Stock shall retain their voting rights as provided for herein and in the Voting Trust Agreement until such time as the Parent Common Shares are delivered on the applicable Exchange Date.
3.5. In exercising the voting rights set forth in Section 3.3, each share of Series 1 Preferred Stock shall be entitled to one vote.
3.6. The rules and procedures for calling and conducting any meeting of the Holders (including the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the bylaws of the Corporation and applicable law.
Liquidation Rights.
4.1. In the event of any liquidation, winding-up or dissolution of the Corporation, whether voluntary or involuntary, Holders of shares of Series 1 Preferred Stock as such shall have no right or claim to any of the assets of the Corporation available for distribution to its stockholders, unless there is a substantially concurrent liquidation, winding-up or dissolution of the Parent, in which case Section 4.2 shall apply. Upon any such liquidation, winding-up or dissolution of the Corporation where Section 4.2 does not apply, a Mandatory Preferred Share Exchange (as defined in the Exchange Agreement) shall occur in accordance with the terms of the Exchange Agreement.
4.2. In the event of any liquidation, winding-up or dissolution of the Parent, whether voluntary or involuntary, and whether or not there is a concurrent liquidation, winding-up or dissolution of the Corporation, each Holder shall be entitled to receive, in respect of such shares of Series 1 Preferred Stock, and to be paid out of the assets of the Corporation available for distribution to its stockholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Stock, an amount equal to the greater of (a) the sum of the Liquidation Preference plus the Accrued Dividends plus, if a Voluntary Bankruptcy Event has preceded such event, the Liquidation Premium and (b) the amount such Holder would have received had such Holder, immediately prior to such liquidation, winding-up or dissolution of the Parent, exchanged such Series 1 Preferred Stock for Parent Common Shares in accordance with Section 5.1 (without regard to the Exchange Cap).

4.3. Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Corporation or the Parent (other than in connection with the liquidation, winding-up or dissolution of its business), nor the merger or consolidation of the Corporation or the Parent into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4.
4.4. After the payment in full to the Holders of the amounts provided for in Section 4.2, the Holders of shares of Series 1 Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation in respect of their ownership of such shares of Series 1 Preferred Stock. After the payment in full to the Holders of the amounts provided for in Section 4.2, the Series 1 Preferred Stock shall be deemed to be redeemed for such amounts and automatically canceled, all dividends on the Series 1 Preferred Stock shall cease to accrue and all other rights with respect to the Series 1 Preferred Stock, including the rights, if any, to receive notices, will terminate.
4.5. In the event the assets of the Corporation available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.2, no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series 1 Preferred Stock, equally and ratably, in proportion to the full distributable amounts for which Holders of all Series 1 Preferred Stock and of any shares of Parity Stock are entitled upon such liquidation, winding-up or dissolution and, for the avoidance of doubt, no such distribution shall be made on account of any shares of Junior Stock. For the avoidance of doubt, no provision of this Section 4 shall prejudice or otherwise adversely affect the rights of Holders under the Exchange Agreement or the Guarantee Agreement, including to collect from the Parent under the Guarantee Agreement all amounts to which such Holders are entitled pursuant to Section 4.2.
Exchange.
5.1. The Holders shall have the right, subject to the Exchange Cap (unless the Requisite Shareholder Approval has been obtained), to exchange their shares of Series 1 Preferred Stock, in whole or in part, for that number of whole Parent Common Shares for each share of Series 1 Preferred Stock equal to the quotient of (i) the sum of (A) the Liquidation Preference then in effect plus (B) Accrued Dividends, divided by (ii) the Exchange Price then in effect (such quotient, the “ Exchange Rate ”), with such adjustment or cash payment for fractional shares as the Corporation may elect pursuant to Section 8. To exchange shares of Series 1 Preferred Stock for Parent Common Shares pursuant to this Section 5.1, such Holder shall give written notice (the “ Optional Exchange Notice ”) to the Corporation, which Optional Exchange Notice may be conditioned on the

completion of a Change of Control or other corporate transaction as such Holders may specify, signed by such Holder or its duly authorized attorney or agent, stating that such Holder elects to so exchange shares of Series 1 Preferred Stock and shall state therein: (A) the number of shares of Series 1 Preferred Stock to be exchanged, (B) if prior to Parent obtaining the Requisite Shareholder Approval, a representation by such Holder in favor of the Corporation and the Parent (and enforceable by the Corporation or the Parent against such Holder) that the exchange of such number of shares will not cause such Holder to exceed the Exchange Cap; provided that should a Holder require the Parent to provide the current number of issued and outstanding Parent Common Shares in order for such Holder to accurately provide such representation, the Corporation shall cause the Parent to promptly provide the Holder with the current number of issued and outstanding Parent Common Shares, (C) the name or names in which such Holder wishes the Parent Common Shares to be delivered, (D) the Holder’s computation of the number of Parent Common Shares to be received by such Holder, (E) the Exchange Date (the “ Optional Exchange Date ”), being a Business Day not less than three (3) nor more than five (5) Business Days after the date upon which the Optional Exchange Notice is received by the Corporation (the “ Optional Exchange Notice Date ”), (F) the Exchange Price on the Optional Exchange Date, and (G) the Securities Representations; and deliver with such notice the certificates and other documents, if any, required pursuant to Section 5.3. If no Optional Exchange Date is specified in the Optional Exchange Notice, the Optional Exchange Date shall be deemed to be the fifth Business Day after the Optional Exchange Notice Date. If a Holder delivers the Optional Exchange Notice and accompanying certificates and other documents in accordance with this Section 5.1, the Corporation shall deliver or cause to be delivered the Parent Common Shares as soon as reasonably practicable, but not later than five (5) Business Days after the Optional Exchange Date. Notwithstanding the foregoing, an Optional Exchange Date may not be the same date as a Redemption Date. Where the Optional Exchange Date would otherwise be the same date as a Redemption Date, the Optional Exchange Date shall be deemed to be the Business Day immediately preceding such Redemption Date.

5.2. On or after the third anniversary of the Issue Date, the Corporation shall have the right to cause all but not less than all of the outstanding shares of Series 1 Preferred Stock, to be exchanged for that number of whole Parent Common Shares for each share of Series 1 Preferred Stock equal to the Exchange Rate then in effect, subject to the Exchange Cap (unless the Requisite Shareholder Approval has been obtained) and with such adjustment or cash payment for fractional shares as the Corporation may elect pursuant to Section 8; provided, however that in order for the Corporation to exercise such right: (i) the VWAP per Parent Common Share during a 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Forced Exchange Notice Date, converted to U.S. dollars at the applicable FX Rate, shall be greater than 145% of the Exchange Price then in effect; and (ii) on the Forced Exchange Date, the Parent Common Shares are listed and posted for trading on a Stock Exchange and no order ceasing or suspending trading in the Parent Common Shares or prohibiting the sale or issuance

of the Parent Common Shares has been issued and no (formal or informal) proceedings for such purpose are pending or, to the knowledge of the Corporation or the Parent, have been threatened. To exchange shares of Series 1 Preferred Stock for Parent Common Shares pursuant to this Section 5.2, the Corporation shall give not less than thirty (30) days’ written notice (the “ Forced Exchange Notice ” and the date of such notice, the “ Forced Exchange Notice Date ”) to each Holder stating that the Corporation elects to force the exchange of such shares of Series 1 Preferred Stock pursuant to this Section 5.2 and shall state therein (A) the Exchange Date (the “ Forced Exchange Date ”), (B) the number of such Holder’s shares of Series 1 Preferred Stock to be exchanged, if known, (C) the Exchange Price on the Forced Exchange Date, (D) the Corporation’s computation of the number of Parent Common Shares to be received by the Holder, and (E) the surrender locations specified in Section 5.3. Following receipt of a Forced Exchange Notice, each Holder shall deliver to the Corporation a representation by such Holder in favor of the Corporation and the Parent (and enforceable by the Corporation or the Parent against such Holder) as to the number of Parent Common Shares beneficially owned or over which control is exercised by such Holder, together with its Affiliates and other Persons acting together with such Holder, for the purpose of the Exchange Cap, within three Business Days of the Forced Exchange Notice, and again upon each change (other than any de minimis change that would not result in the Exchange Cap being exceeded on the exchange) in such number of shares preceding the Forced Exchange Date. If the Corporation delivers a Forced Exchange Notice to a Holder in accordance with this Section 5.2, the Corporation shall deliver or cause to be delivered the Parent Common Shares as soon as reasonably practicable, but not later than the tenth (10th) Business Day after the later of: (i) the Forced Exchange Date and (ii) receipt by the Transfer Agent of the certificates and other documents, if any, required pursuant to Section 5.3. In the event that the Requisite Shareholder Approval has not been obtained in accordance with the Investor Rights Agreement and the Exchange Cap prevents the issuance of all or any part of the Parent Common Shares otherwise required to be delivered to a Holder pursuant to this Section 5.2, then in lieu of delivering such Parent Common Shares to the Holder, the Corporation shall make a cash payment to such Holder equal to the Market Value as of the Forced Exchange Date, converted to U.S. dollars at the applicable FX Rate, for each such whole Parent Common Share which is not able to be issued. Notwithstanding anything to the contrary in this Section 5.2, a Holder may exercise an Optional Parent Put Right after receipt of a Forced Exchange Notice, provided the Optional Parent Call Right has not already been exercised and the Optional Parent Put Exchange Date precedes the Forced Exchange Date by at least five (5) Business Days. Upon the exchange of shares of Series 1 Preferred Stock pursuant to such Optional Parent Put Right, such Forced Exchange Notice shall be rendered void in respect of such shares.

5.3. Upon exchange, each Holder shall surrender to the Corporation the certificates representing any shares of Series 1 Preferred Stock to be exchanged (including any shares in respect of which payment is to be made in lieu of exchange pursuant to Section 5.2) during usual business hours at its principal place of business or the offices of its duly appointed Transfer Agent maintained by it, accompanied by

(a) (if so required by the Corporation or its duly appointed Transfer Agent) a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation or its duly appointed Transfer Agent duly executed by the Holder or its duly authorized legal representative; and (b) transfer tax stamps or funds therefor, if required pursuant to Section 5.9. If less than all of the shares of Series 1 Preferred Stock represented by a certificate or certificates surrendered by a Holder pursuant to Section 5.3 are to be exchanged, the Holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the shares of Series 1 Preferred Stock represented by the surrendered certificate or certificates that are not to be exchanged.

5.4. As of the time immediately prior to the close of business on the applicable Exchange Date, dividends shall cease to accrue on the shares of Series 1 Preferred Stock so exchanged (including any shares in respect of which payment is to be made in lieu of exchange pursuant to Section 5.2) and all other rights with respect to the shares of Series 1 Preferred Stock so exchanged (including any shares in respect of which payment is to be made in lieu of exchange pursuant to Section 5.2), including the rights, if any, to receive notices, will terminate, except only the right of Holders thereof to receive the number of whole Parent Common Shares for which such shares of Series 1 Preferred Stock have been exchanged, any cash payment in respect of fractional shares in accordance with Section 8, any cash payment required by Section 5.2 as a result of the applicable Exchange Cap. The shares of Series 1 Preferred Stock so exchanged (including any shares in respect of which payment is to be made in lieu of exchange pursuant to Section 5.2) shall be deemed to be exchanged, and the Holder shall be deemed to be the holder of the Parent Common Shares for which such shares of Series 1 Preferred Stock have been exchanged, as of the time immediately prior to the close of business on the Exchange Date. The Corporation shall deliver or cause to be delivered, in accordance with Section 5.1 or Section 5.2, as applicable, to the applicable Holder certificates for the number of whole Parent Common Shares to which such Holder is entitled, any cash payment in respect of fractional shares in accordance with Section 8, and any cash payment required by Section 5.2 as a result of the applicable Exchange Cap.
5.5. The Exchange Price shall be subject to the following adjustments (except as provided in Section 5.6):
(a) If, subsequent to the Issue Date, the Parent pays a dividend (or other distribution) in Parent Common Shares to holders of the Parent Common Shares, in their capacity as holders of Parent Common Shares, then the Exchange Price in effect immediately following the record date for such dividend (or distribution) shall be divided by the following fraction:

OSI OS0

Where

OS0 = the number of Parent Common Shares outstanding immediately prior to the record date for such dividend or distribution; and
OS1 = the sum of (i) the number of Parent Common Shares outstanding immediately prior to the record date for such dividend or distribution and (ii) the total number of Parent Common Shares constituting such dividend
(b) If, subsequent to the Issue Date, the Parent issues to holders of Parent Common Shares, in their capacity as holders of Parent Common Shares, rights, options or warrants entitling them to subscribe for or purchase Parent Common Shares at less than Market Value determined on the Ex-Date for such issuance, then the Exchange Price in effect immediately following the close of business on the Ex-Date for such issuance shall be divided by the following fraction:

OS0 + X OS0 + Y

where

OS0 = the number of Parent Common Shares outstanding at the close of business on the record date for such issuance;
X = the total number of Parent Common Shares issuable pursuant to such rights, options or warrants; and
Y = the quotient of (i) the aggregate price payable to exercise such rights, options or warrants divided by (ii) the Market Value determined as of the Ex-Date for such issuance.

To the extent that such rights, options or warrants are not exercised prior to their expiration or Parent Common Shares are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, the Exchange Price shall be readjusted to such Exchange Price that would have then been in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of Parent Common Shares actually delivered. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Exchange Price shall not be adjusted until such triggering events occur. In determining the aggregate offering price payable for such Parent Common Shares, the Corporation shall take into account any consideration received for such rights, options or warrants and the value of such consideration (if other than cash, to be determined by the board of directors of Parent).

(c) If, subsequent to the Issue Date, the Parent subdivides, consolidates, combines or reclassifies the Parent Common Shares into a greater or lesser number of Parent Common Shares, then the Exchange Price in effect immediately following the effective date of such share subdivision, consolidation, combination or reclassification shall be divided by the following fraction:

OSI

OS0

where

OS0 = the number of Parent Common Shares outstanding immediately prior to the effective date of such share subdivision, consolidation, combination or reclassification; and
OSI = the number of Parent Common Shares outstanding immediately after the opening of business on the effective date of such share subdivision, consolidation, combination or reclassification.
(d) If, subsequent to the Issue Date, the Parent issues any Parent Common Shares under the DRIP (i) at less than 97% of the Market Value determined as of the date of such issuance or (ii) when the DRIP Participation Percentage is greater than 35%, then on each such occurrence the Exchange Price in effect immediately following such issuance of Parent Common Shares shall be divided by the following fraction:
OS0 + X OS0 + Y

where

OS0 = the number of Parent Common Shares outstanding at the close of business on the record date for such issuance under the DRIP;
X = the total number of Parent Common Shares issued pursuant to such issuance under the DRIP; and
Y = the quotient of (i) the aggregate price payable to acquire such Parent Common Shares (including the amount of the cash dividends otherwise payable) under the DRIP divided by (ii) the Market Value determined as of the date of such issuance

provided, that in the event that the DRIP Participation Percentage is greater than 35% but the Parent Common Shares are issued under the DRIP at 97%

or more of the Market Value determined as of the date of such issuance, then the fraction set forth above shall be calculated only taking into account the portion of such Parent Common Shares issued pursuant to such issuance under the DRIP in excess of the DRIP Participation Percentage of 35%.

(e) In the case of: (i) any recapitalization, reclassification or change of the Parent Common Shares (other than changes provided for in Section 5.5(c)), (ii) any consolidation, merger or combination involving the Parent, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Parent and its Subsidiaries substantially as an entirety, or (iv) any statutory share exchange, as a result of which the Parent Common Shares are converted into, or exchanged for, shares, other securities, other property or assets (including cash or any combination thereof) subsequent to the Issue Date (any such transaction or event, a “ Capital Reorganization ”), then, at and after the effective time of such Capital Reorganization, the right to exchange each share of Series 1 Preferred Stock shall be changed into a right to exchange such share into the kind and amount of shares, other securities or other property or assets (or any combination thereof) that a holder of a number of Parent Common Shares equal to the Exchange Rate immediately prior to such Capital Reorganization would have owned or been entitled to receive upon such Capital Reorganization (such shares, securities or other property or assets, the “ Reference Property ”). If the Capital Reorganization causes the Parent Common Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), then the Reference Property into which the Series 1 Preferred Stock will be exchangeable shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Parent Common Shares that affirmatively make such an election. The Corporation shall notify Holders of such weighted average as soon as practicable after such determination is made. None of the foregoing provisions shall affect the right of a Holder of Series 1 Preferred Stock to exchange its Series 1 Preferred Stock into Parent Common Shares pursuant to Section 5.1 prior to the effective time of such Capital Reorganization. Notwithstanding Sections 5.5(a) to (c), no adjustment to the Exchange Price shall be made for any Capital Reorganization to the extent shares, securities or other property or assets become the Reference Property receivable upon exchange of Series 1 Preferred Stock. The Corporation shall provide reasonable advance notice of any Capital Reorganization to each Holder prior to the consummation of such Capital Reorganization and the anticipated effective time thereof.
(f) Notwithstanding anything herein to the contrary, no adjustment under this Section 5.5 need be made to the Exchange Price unless such adjustment would require an increase or decrease of at least $0.01. Any lesser adjustment shall be carried forward and shall be made and given effect immediately upon the earliest of the following: (i) at the time of and together with the next subsequent adjustment, if any, which, together with any

adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least $0.01 of the Exchange Price, (ii) any Optional Exchange Notice Date or Forced Exchange Notice Date, (iii) the date of notice by the Corporation to the Holders of any Capital Reorganization as required by Section 5.5(e), (iv) the date of any Change of Control Redemption Notice, (v) the date of any Optional Redemption Notice or (vi) the date of any Mandatory Preferred Share Exchange Notice (as defined in the Exchange Agreement).

(g) Notwithstanding any other provisions of this Section 5.5, rights or warrants distributed by the Parent to holders of Parent Common Shares, in their capacity as holders of Parent Common Shares, entitling the holders thereof to subscribe for or purchase shares in the capital of the Parent (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“ Trigger Event ”): (i) are deemed to be transferred with such Parent Common Shares; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Parent Common Shares, shall be deemed not to have been distributed for purposes of this Section 5.5 (and no adjustment to the Exchange Price under this Section 5.5 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exchange Price shall be made under Section 5.5(b). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to an Exchange Price under this Section 5.5 was made and (A) any such rights or warrants shall all have been redeemed, repurchased or forfeited at a price per right or warrant of less than CAD$0.0001 without exercise by any holders thereof or (B) any such rights or warrants shall all have expired or been terminated without exercise thereof, such Exchange Price shall be readjusted as if such redeemed, repurchased, forfeited, expired or terminated rights and warrants had not been issued. To the extent that the Parent has a rights plan or agreement in effect upon exchange of the Series 1 Preferred Stock, which rights plan provides for rights or warrants of the type described in this clause, then upon exchange of Series 1 Preferred Stock the Holder will receive, in addition to the Parent Common Shares to which the Holder is entitled, a corresponding number of rights in accordance with the rights plan, unless a Trigger Event has occurred and the adjustments to the Exchange Price with respect thereto have been made in accordance with the foregoing. Notwithstanding anything to the contrary in Section 5.5(c) or this Section 5.5(g), if the Holder is an Acquiring Person or otherwise would have had its rights or warrants voided pursuant to the terms of the applicable shareholder rights plan if it was the holder of such rights or warrants at the time of the Trigger Event, then no adjustments shall be made to the Exchange Price or otherwise pursuant to Section 5.5(b) or this Section 5.5(g).

(h) Notwithstanding anything to the contrary herein, in no event will the Exchange Price be increased pursuant to this Section 5.5, other than pursuant to Section 5.5(c).
5.6. Notwithstanding anything to the contrary in Section 5.5, if the Holders are entitled to participate in a distribution or transaction to which Section 5.5(b) applies as if they held a number of Parent Common Shares issuable upon exchange of the Series 1 Preferred Stock immediately prior to such event, without having to exchange their Series 1 Preferred Stock, then no adjustment under Section 5.5 need be made to the Exchange Price.
5.7. If the Parent shall fix a record date for the purpose of determining the holders of its Parent Common Shares entitled to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to shareholders) abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in any Exchange Price then in effect shall be required by reason of the fixing of such record date.
5.8. Upon any increase or decrease in the Exchange Price, then, and in each such case, the Corporation promptly (but in any event within ten (10) Business Days of any such adjustment) shall deliver to each Holder a certificate signed by an Officer, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased Exchange Price then in effect following such adjustment and the effective time thereof.
5.9. The delivery of certificates for Parent Common Shares upon the exchange of shares of Series 1 Preferred Stock shall each be made without charge to the Holder or recipient of shares of Series 1 Preferred Stock for such certificates or for any stock transfer or similar tax (other than income or similar taxes) in respect of the issuance or delivery of such certificates, and such certificates shall be delivered in the respective names of, or in such names as may be directed by, the applicable Holder; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the delivery of any such certificate in a name other than that of the Holder of the shares of the relevant Series 1 Preferred Stock and the Corporation shall not be required to deliver any such certificate unless or until the Person or Persons requesting the delivery thereof shall have paid to the Corporation the amount of such tax or shall have established to the reasonable satisfaction of the Corporation that such tax has been paid.
5.10. Unless the Parent has obtained the requisite approval of the holders of the Parent Common Shares (the “ Requisite Shareholder Approval ”), which the Parent shall not be obligated to obtain other than pursuant to its obligations under the Investor Rights Agreement, no shares of Series 1 Preferred Stock may be exchanged pursuant to Section 5.1 or Section 5.2 if and to the extent that, as a result of the delivery to the Holder of Parent Common Shares upon such exchange such Holder, together with its Affiliates and other Persons acting together with such Holder,

would beneficially own or exercise control or direction over in excess of 19.9% of the number of Parent Common Shares outstanding immediately after giving effect to such exchange or would become an Acquiring Person (such limit, the “ Exchange Cap ”). For purposes of the foregoing sentence, “beneficial ownership” shall be calculated in accordance with NI 62-104. Any purported delivery of Parent Common Shares upon exchange of shares of Series 1 Preferred Stock shall be void ab initio and have no effect if such delivery would result in the applicable Holder exceeding the Exchange Cap, and each Holder shall, upon becoming aware of any such Parent Common Shares so delivered, immediately notify the Corporation and the Parent of same, and thereafter, or otherwise upon written demand from the Corporation or the Parent, immediately surrender to the Corporation or the Parent the certificates representing such Parent Common Shares, and the Corporation shall deliver to the applicable Holder the shares of Series 1 Preferred Stock in respect thereof (including any certificates representing such shares) or cash in lieu thereof in the case of an exchange pursuant to Section 5.2.

5.11. Notwithstanding the provisions of Section 5.1 to Section 5.4, in the event of the exercise by the Parent of the Optional Parent Call Right, each Exchanging Holder will be obligated to sell all of the shares of Series 1 Preferred Stock set forth in the Optional Exchange Notice or Forced Exchange Notice, as applicable, to the Parent against delivery by the Parent (or the Corporation, as agent of the Parent), in accordance with Sections 5.1 5.2, 5.3 and 5.4, as applicable, mutatis mutandis , of the Parent Common Shares and any cash payments to the Exchanging Holder that would have been required to be delivered by the Corporation to such Exchanging Holder but for the exercise of the Optional Parent Call Right, and the Corporation will have no obligation to deliver or cause to be delivered any Parent Common Shares or make any cash payments to the holders of such Series 1 Preferred Stock so purchased by the Parent. In connection with any such sale of shares by Exchanging Holders to the Parent, each Exchanging Holder will be obligated to make the same deliveries to the Corporation (as agent of the Parent) in accordance with Sections 5.1 5.2, 5.3 and 5.4, as applicable, mutatis mutandis , that it would have been required to make to the Corporation but for the exercise of the Optional Parent Call Right.
Redemption.
6.1. On or after the first Business Day that is seven years after the Issue Date, the Corporation shall have the right, subject to applicable law, to redeem all but not less than all of the shares of Series 1 Preferred Stock from any source of funds legally available for such purpose. Any such redemption shall occur on a date set by the Corporation on not less than thirty (30) days’ prior written notice to the Holders (the “ Optional Redemption Date ”). Notwithstanding anything to the contrary in this Section 6.1, a Holder may exercise an Optional Parent Put Right after receipt of an Optional Redemption Notice, provided the Optional Parent Put Exchange Date precedes the Optional Redemption Date by at least three (3) Business Days. Upon the exchange of shares of Series 1 Preferred Stock pursuant

to such Optional Parent Put Right, such Optional Redemption Notice shall be rendered void in respect of such shares.

6.2. Subject to applicable law, the Corporation shall effect any such redemption pursuant to this Section 6 by paying cash for each share of Series 1 Preferred Stock to be redeemed in an amount equal to the Liquidation Preference plus the Accrued Dividends (such amount, the “ Optional Redemption Price ”).
6.3. The Corporation shall give notice of its election to redeem the shares of Series 1 Preferred Stock pursuant to this Section 6 to the Holders of Series 1 Preferred Stock as such Holders’ names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the Corporation’s share register at the address of such Holders shown therein. Such notice (the “ Optional Redemption Notice ”) shall state: (a) the Optional Redemption Date, (b) the number of shares of Series 1 Preferred Stock to be redeemed from such Holder, (c) the Optional Redemption Price, and (d) the place where any shares of Series 1 Preferred Stock are to be redeemed and shall be presented and surrendered for payment of the Optional Redemption Price therefor.
6.4. If the Corporation gives the Optional Redemption Notice, the Corporation shall deposit with or otherwise make available to the Paying Agent funds sufficient to redeem the Series 1 Preferred Stock, no later than the open of business on the Optional Redemption Date, and the Corporation shall give the Paying Agent instructions and authority to pay the Optional Redemption Price to the Holders to be redeemed upon surrender or deemed surrender of the certificates therefor as set forth in the Optional Redemption Notice. If the Optional Redemption Notice shall have been given, then from and after the time immediately prior to the close of business on the Optional Redemption Date, unless the Corporation defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the Optional Redemption Notice, all dividends on such shares of Series 1 Preferred Stock to be redeemed shall cease to accrue and all other rights with respect to the Series 1 Preferred Stock to be redeemed, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the Optional Redemption Price. The Corporation shall be entitled to receive from the Paying Agent the interest income, if any, earned on any such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Optional Redemption Price of the Series 1 Preferred Stock to be redeemed), and the holders of any Series 1 Preferred Stock so redeemed shall have no claim to any such interest income. Any funds deposited with the Paying Agent hereunder by the Corporation for any reason, including redemption of Series 1 Preferred Stock, that remain unclaimed or unpaid after two years after the Optional Redemption Date or other payment date, shall be, to the extent permitted by applicable law, repaid to the Corporation upon its written request, after which repayment the Holders entitled to such redemption or other payment shall have recourse only to the Corporation.

Change of Control.
7.1. The Corporation shall give notice to the Holders of a proposed Change of Control no later than fifteen (15) Business Days prior to the anticipated effective date (as determined in good faith by the Corporation) of such Change of Control or, if not practicable, as soon as reasonably practicable but in any event no later than five (5) Business Days after the Corporation becomes aware of such proposed Change of Control. In the event of a Change of Control, the Corporation or a third party with the prior written consent of the Corporation (such party, as applicable, the “ Redeeming Party ”) shall, in compliance with applicable law and within ten (10) days following the effective date of a Change of Control, make an offer to each Holder to redeem all but not less than all of such Holder’s outstanding shares of Series 1 Preferred Stock. Any such redemption shall occur on a date set by the Redeeming Party in its sole discretion, but no earlier than ten (10) Business Days from the date of the Change of Control Redemption Notice and no later than thirty (30) days after consummation of the Change of Control (the “ Change of Control Redemption Date ”). Each Holder may elect to accept such offer from the Redeeming Party by providing written notice of its intent to accept such offer not later than two (2) Business Days prior to the Change of Control Redemption Date. Notwithstanding anything to the contrary herein, the Change of Control Redemption Date may be on the date of the Change of Control, and any redemption pursuant to this Section 7 may be made simultaneously with the Change of Control.
7.2. Subject to applicable law, the Redeeming Party shall effect any such redemption pursuant to this Section 7 by paying cash for each share of Series 1 Preferred Stock to be redeemed in an amount (such amount, the “ Change of Control Redemption Price ”) equal to the greater of (a) the sum of the Liquidation Preference as at the Change of Control Redemption Date plus the Change of Control Redemption Premium plus the Accrued Dividends, and (b) either (i) in the case of a Change of Control that constitutes a Capital Reorganization in which the Parent Common Shares are not converted or exchanged solely for cash, the cash amount equal to the product of the Exchange Rate as at the Change of Control Redemption Date multiplied by the Closing Sale Price of the Parent Common Shares on the Trading Day immediately prior to the effective date of such Capital Reorganization, such amount to be converted to U.S. dollars at the applicable FX Rate or (ii) in any other case, the cash amount that a holder of a number of Parent Common Shares equal to the Exchange Rate as at the Change of Control Redemption Date would have received in such Change of Control.
7.3. The Redeeming Party shall give notice of such redemption offer to the Holders as such Holders’ names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the Corporation’s share register at the address of such Holders shown therein. Such notice (the “ Change of Control Redemption Notice ”) shall state: (a) the Change of Control Redemption Date, (b) the Change of Control Redemption Price, (c) the place where any shares of Series 1 Preferred Stock are to be redeemed and shall be presented and surrendered for payment of the Change of Control Redemption Price therefor, and (d) the

deadline for presenting and surrendering the certificates in order to accept the redemption offer and receive payment, which shall be no earlier than two (2) Business Days prior to the Change of Control Redemption Date.

7.4. Solely in the event of a Change of Control Call Event, the Redeeming Party shall have the right, at its option, to redeem on the Change of Control Redemption Date at the Change of Control Redemption Price all but not less than all of the shares of Series 1 Preferred Stock held by any Holder that does not accept such redemption offer (the “ Change of Control Redemption Call Right ”). If the Redeeming Party elects to exercise its Change of Control Redemption Call Right upon a Change of Control Call Event, it shall give a Change of Control Redemption Notice not later than ten (10) Business Days prior to the Change of Control Redemption Date to the Holders as such Holders’ names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the Corporation’s share register at the address of such Holders shown therein.
7.5. If the Redeeming Party gives a Change of Control Redemption Notice, the Redeeming Party shall deposit with the Paying Agent funds sufficient to redeem (a) the shares of Series 1 Preferred Stock for which certificates have been presented and surrendered for payment or (b) all of the shares of Series 1 Preferred Stock if the Change of Control Redemption Call Right has been exercised upon a Change of Control Call Event, no later than the open of business on the Change of Control Redemption Date, and the Redeeming Party shall give the Paying Agent irrevocable instructions and authority to pay the applicable Change of Control Redemption Price to the Holders to be redeemed upon surrender or deemed surrender of the certificates therefor as set forth in the Change of Control Redemption Notice. From and after the time immediately prior to the close of business on the Change of Control Redemption Date, unless the Corporation defaults in providing funds sufficient for such redemption in full at the time and place specified for payment pursuant to the Change of Control Redemption Notice, all dividends on such shares of Series 1 Preferred Stock to be redeemed shall cease to accrue and all other rights with respect to the shares of Series 1 Preferred Stock to be redeemed, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the Change of Control Redemption Price. The Corporation shall be entitled to receive from the Paying Agent the interest income, if any, earned on any such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Change of Control Redemption Price of the Series 1 Preferred Stock to be redeemed), and the holders of any shares of Series 1 Preferred Stock so redeemed shall have no claim to any such interest income. Any funds deposited with the Paying Agent hereunder by the Corporation for any reason, including redemption of Series 1 Preferred Stock, that remain unclaimed or unpaid after two years after the Change of Control Redemption Date or other payment date, shall be, to the extent permitted by applicable law, repaid to the Corporation upon its written request, after which repayment the Holders entitled to such redemption or other payment shall have recourse only to the Corporation.

No Fractional Shares. No fractional Parent Common Shares or securities representing fractional Parent Common Shares shall be delivered upon exchange, whether voluntary or mandatory, or in respect of dividend payments made in Parent Common Shares on the Series 1 Preferred Stock. Instead, the Corporation may elect to either make a cash payment to each Holder that would otherwise be entitled to a fractional share (based on the Closing Sale Price of such fractional share determined as of the Trading Day immediately prior to the payment thereof, converted to U.S. dollars at the applicable FX Rate) or, in lieu of such cash payment, round up to the next whole share the number of Parent Common Shares to be delivered to any particular Holder upon exchange.
Transfer Restriction. Other than in connection with a Change of Control, no share of Series 1 Preferred Stock may be transferred, without the prior written consent of the board of directors of the Parent, if and to the extent that as a result of the transfer, the transferee (based on written representations to such effect made by such transferee which the transferring Holder reasonably believes are true after reasonable inquiry), together with its Affiliates and other Persons acting together with such transferee, would beneficially own or exercise control or direction over in excess of 19.9% of the issued and outstanding Parent Common Shares (such limit, the “ Beneficial Ownership Cap ”). For purposes of this Section 9, “beneficial ownership” shall be calculated in accordance with NI 62-104 without giving effect to any applicable Exchange Cap. Any purported transfer of shares of Series 1 Preferred Stock shall be void ab initio and have no effect, if such transfer would result in the transferee, together with its Affiliates and other Persons acting together with such transferee, becoming the beneficial owner of or exercising control or direction over more than the Beneficial Ownership Cap and the Corporation shall not recognize or be bound by any such purported transfer nor shall it recognize the transferee as a Holder hereunder.
Miscellaneous.
10.1. With respect to any notice to a Holder required to be provided hereunder, neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any vote upon any such action (assuming due and proper notice to such other Holders). Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives the notice.
10.2. Shares of Series 1 Preferred Stock that have been issued and reacquired by the Corporation in any manner (upon compliance with any applicable provisions of the laws of Delaware) shall upon such reacquisition be automatically cancelled by the Corporation and shall not be reissued.
10.3. The shares of Series 1 Preferred Stock shall be issuable only in whole shares.
10.4. All notice periods referred to herein shall commence (i) on the day on which notice was delivered or transmitted by email or personally by hand (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, (ii) if mailed by internationally recognized overnight courier, on the Business Day following the date of mailing; provided, however, that if at the time of mailing or within two 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. Notice to any Holder shall be given to the registered address set forth in the Corporation’s records for such Holder.

10.5. Unless otherwise stated, all references herein to dollar amounts, “dollars” or “$” are references to United States dollars.
10.6. Any payments required to be made hereunder on any day that is not a Business Day shall be made on the next succeeding Business Day without interest or additional payment for such delay. All payments required hereunder shall be made by wire transfer of immediately available funds to the Holders in accordance with the payment instructions as such Holders may deliver by written notice to the Corporation or the Transfer Agent from time to time.
10.7. Notwithstanding anything to the contrary herein, whenever the Board of Directors is permitted or required to determine fair market value, such determination shall be made in good faith.
10.8. Notwithstanding any other provision hereof, the Corporation may deduct or withhold from any payment, distribution, issuance or delivery (whether in cash or in shares) to be made pursuant to these share provisions any amounts required or permitted by law to be deducted or withheld from any such payment, distribution, issuance or delivery and shall remit any such amounts to the relevant tax authority as required. Notwithstanding the foregoing, the amount of any payment, distribution, issuance or delivery made to a Holder pursuant to this Part B of Section 4 shall be considered to be the amount of the payment, distribution, issuance or delivery received by such Holder plus any amount deducted or withheld pursuant to this Section 10.8.
10.9. Any amendment, modification or alteration of the rights, preferences, privileges or voting powers of the Series 1 Preferred Stock shall, solely to the extent required by the applicable rules and regulations of the Toronto Stock Exchange, be subject to the approval of the Toronto Stock Exchange for as long as the Parent Common Shares are listed for trading thereon.

IN WITNESS WHEREOF, Superior Plus US Holdings Inc. has caused this Certificate of Amendment to be signed by the undersigned as of this 13[th] day of July, 2020.

SUPERIOR PLUS US HOLDINGS INC.

By: signed “Darren Hribar”

Name: Darren Hribar Title: Vice President and Secretary

30012385

SCHEDULE B PARENT PREFERRED SHARE TERMS

See attached.

THIS SCHEDULE IS INCORPORATED INTO AND FORMS PART OF THE ARTICLES OF SUPERIOR PLUS CORP. (the “Corporation”)

TERMS OF SERIES 2 PREFERRED SHARES

There shall hereby be created and established the first series of preferred shares of the Corporation designated as “Series 2 Preferred Shares”. The authorized number of Series 2 Preferred Shares shall be 260,000. In addition to the rights, privileges, restrictions and conditions attached to the Preferred Shares of the Corporation as a class, the rights, privileges, restrictions and conditions of the Series 2 Preferred Shares shall be as set forth in this Schedule.

The Corporation shall issue the Series 2 Preferred Shares in accordance with the terms and conditions of the Exchange Agreement (as defined below).

Definitions. In this Schedule, the following terms shall have the following meanings:
1.1. “ Accrued Dividends ” shall mean, with respect to any Series 2 Preferred Share, as of any date, the amount equal to (a) the Subsidiary Accrued Dividends as of the date immediately prior to the Issue Date, plus (b) the dividends that have accrued on such share pursuant to Section 2.1 or Section 2.2, less (c) any dividends paid in cash pursuant to Section 2.1, from the Issue Date up to, but not including, such date;
1.2. “ Acquiring Person ” shall have the meaning given to it in the Shareholder Rights Plan;
1.3. “ acting together ” shall mean acting together to influence the outcome of a vote of securityholders as such concept is used in the context of the definition of “materially affect control” in Part I of the TSX Company Manual;
1.4. “ Affiliate ” shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified; provided, however, that (i) the Corporation and its Subsidiaries shall not be deemed to be Affiliates of any Holder or any of its Affiliates, (ii) a Holder’s Affiliates shall not include any such Holder’s Disaggregated Affiliates, and (iii) a Holder’s Affiliates shall not include Brookfield Public Securities Group LLC, Oaktree Capital Group LLC, Oaktree Capital Group Holdings, L.P., Atlas OCM Holdings LLC and their respective Subsidiaries. For the purposes of this definition, “control” when used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise;
1.5. “ Articles of Incorporation ” means the “articles” of the Corporation within the meaning of the CBCA;
1.6. “ Bankruptcy ” means, with respect to any Person, the occurrence of any of the following events: (i) the filing of an application by such Person for, or a consent to,

1.7.
“ Beneficial Ownership Cap ” shall have the meaning set forth in Section 9;
1.8. “ Board of Directors ” shall mean the board of directors of the Corporation or, with respect to any action to be taken by the Board of Directors, any committee of the Board of Directors duly authorized to take such action;
1.9. “ Business Day ” means any day, other than: (a) a Saturday, Sunday or statutory holiday in the Provinces of Ontario or Alberta or the State of New York; or (b) a day on which banks are generally closed in the Provinces of Ontario or Alberta or the State of New York;
1.10. “ Capital Reorganization ” shall have the meaning set forth in Section 5.5(e);
1.11. “ Cash Dividends ” shall have the meaning set forth in Section 2.1;
1.12. “ CBCA ” means the Canada Business Corporations Act ;
1.13. “ Change of Control ” shall mean the occurrence of any of the following:
(a) (i) the direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the properties or assets of the Corporation and its Subsidiaries, taken as a whole, to any Person (other than to the Corporation or to any whollyowned Subsidiary of the Corporation), or (ii) a plan or scheme of arrangement, merger, amalgamation, consolidation, share sale or other transaction or series of related transactions, in which all of the Common Shares are exchanged for, converted into, acquired for, or constitute solely the right to receive, other securities, cash or other property, in each case of (i) or (ii), that would result in the Persons who beneficially own, directly or indirectly, the Common Shares (or other voting shares of the Corporation,

on an as-converted basis) as of immediately prior to such transaction ceasing to beneficially own, directly or indirectly, a majority of the outstanding Common Shares (or other voting shares of the Corporation or outstanding common equity securities of the surviving entity, in each case, on an as-converted basis) immediately following the completion of such transaction;

(b) the consummation of any transaction or series of related transactions (including, without limitation, pursuant to a merger, amalgamation or consolidation), the result of which is that any Person, including any Persons acting jointly or in concert with such Person, becomes the beneficial owner, directly or indirectly, of shares of the Corporation’s common equity representing more than 50% of the voting power of all of the Corporation’s then-outstanding common equity, on an as-converted basis (this clause (b), together with clause (a) of this definition, a “ Change of Control Call Event ”); or
(c) the Corporation voluntarily causes the Common Shares to cease to be listed or quoted on a Stock Exchange, other than in connection with any event in clause (a) or (b) above.
1.14. “ Change of Control Redemption Call Right ” shall have the meaning set forth in Section 7.4;
1.15. “ Change of Control Redemption Date ” shall have the meaning set forth in Section 7.1;
1.16. “ Change of Control Redemption Notice ” shall have the meaning set forth in Section 7.3;
1.17. “ Change of Control Redemption Premium ” shall mean, without duplication, as to each Series 2 Preferred Share on a Change of Control Redemption Date, an amount equal to (i) 1.4 times the Liquidation Preference less (ii) the Liquidation Preference less (iii) the aggregate Subsidiary Cash Dividends and any cash dividends pursuant to section 2.4 of Part B of Section 4 of the Subsidiary Certificate of Incorporation paid in respect of the Subsidiary Preferred Stock less (iv) the aggregate Cash Dividends and any cash dividends pursuant to Section 2.4 paid in respect of such Series 2 Preferred Share from the Issue Date up to and including the Change of Control Redemption Date, which shall include the amount of Accrued Dividends as at the Change of Control Redemption Date to be paid as part of the Change of Control Redemption Price in accordance with Section 7.2; and, for certainty, if the foregoing results in zero or a negative amount, the Change of Control Redemption Premium shall be zero dollars ($0.00);
1.18. “ Change of Control Redemption Price ” shall have the meaning set forth in Section 7.2;
1.19. “ close of business ” shall mean 5:00 p.m. (Toronto time);

1.20. “ Closing Sale Price ” of the Common Shares shall mean, as of any date, the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the Stock Exchange or, if the Common Shares are not traded on a Stock Exchange, then in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. In the absence of such a quotation, the Closing Sale Price shall be an amount determined to be the fair market value of a Common Share by an Independent Financial Advisor retained by the Corporation for such purpose, acting reasonably. If the Common Shares are traded on more than one Stock Exchange, the volume and price information used to determine the Closing Sale Price shall be the volume and price information in respect of the Stock Exchange on which the aggregate trading volume was the highest as of such date (converted to Canadian dollars);
1.21. “ Common Shares ” shall mean the common shares in the capital of the Corporation;
1.22. “ Conversion Cap ” shall have the meaning set forth in Section 5.10;
1.23. “ Conversion Date ” shall mean the Optional Conversion Date or the Forced Conversion Date, as applicable;
1.24. “ Conversion Price ” shall mean the dollar amount equal to the “Exchange Price” defined under and determined in accordance with the terms of the Subsidiary Preferred Stock as adjusted and as in effect as of the Issue Date, as may be adjusted from time to time from and after the Issue Date in the manner set forth herein;
1.25. “ Conversion Rate ” shall have the meaning set forth in Section 5.1;
1.26. “ Converting Holder ” shall mean (a) a Holder that has provided an Optional Conversion Notice and (b) where the Corporation has provided a Forced Conversion Notice, each Holder of Series 2 Preferred Shares;
1.27. “ Disaggregated Affiliate ” means, in respect of any Person, an Affiliate of such Person which may be disaggregated in accordance with the principles in National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ;
1.28. “ Dividend Payment Date ” shall mean the date that is fifteen (15) days after the end of each applicable Payment Period of the Corporation, unless the Board of Directors designates an earlier date;
1.29. “ Dividend Rate ” shall mean:
(a) the rate of 7.25% per annum for the period from the Subsidiary Preferred Stock Issue Date through to, but excluding, July 1, 2027 (the “ First Dividend Change Date ”),

(b) the rate of 8.00% per annum for the period from, and including, the First Dividend Change Date through to, but excluding, July 1, 2028 (the “ Second Dividend Change Date ”),
(c) the rate of 8.75% per annum for the period from, and including, the Second Dividend Change Date through to, but excluding, July 1, 2029 (the “ Third Dividend Change Date ”),
(d) the rate of 9.50% per annum for the period from, and including, the Third Dividend Change Date through to, but excluding, July 1, 2030 (the “ Fourth Dividend Change Date ”), and
(e) the rate of 10.25% per annum from and after the Fourth Dividend Change Date;

provided, however, in the event that either (x) prior to the Issue Date, Superior US did not pay a Subsidiary Cash Dividend for any Subsidiary Preferred Stock Payment Period commencing on or after the First Dividend Change Date, or (y) following the Issue Date, the Corporation does not pay a Cash Dividend for any Payment Period commencing on or after the First Dividend Change Date (such Subsidiary Preferred Stock Payment Period or Payment Period hereunder, whichever first occurs, the “ Initial PIK Payment Period ”), the rate for the Initial PIK Payment Period and any subsequent Payment Period during the 12-month period following the first day of the Initial PIK Payment Period in which Superior US does not pay a Subsidiary Cash Dividend or the Corporation does not pay a Cash Dividend shall be the rate then in effect (as set out in clauses (a) through (e) above) plus 1.00% (the “ PIK Premium ”); provided, further, that the PIK Premium applicable to subsequent Payment Periods in which Superior US does not pay a Subsidiary Cash Dividend or the Corporation does not pay a Cash Dividend shall increase by 1.00% on a cumulative basis on each anniversary of the date upon which the Initial PIK Payment Period commenced; provided, further, that in no event shall the Dividend Rate exceed 14.25%. For the avoidance of doubt, the PIK Premium is not applicable to any Payment Period in respect of which a Cash Dividend is paid by the Corporation;

1.30. “ Dividend Record Date ” shall mean, with respect to any Payment Period and applicable Dividend Payment Date, the record date (which shall be a Business Day) fixed by the Board of Directors for holders eligible to receive any dividend declared for such Payment Period, which shall not be more than thirty (30) days nor less than fifteen (15) days preceding the applicable Dividend Payment Date;
1.31. “ DRIP ” shall mean the Corporation’s Dividend Reinvestment and Optional Share Purchase Plan or any similar dividend reinvestment plan approved by the Board of Directors;
1.32. “ DRIP Participation Percentage ” shall mean that fraction expressed as a percentage, (a) the numerator of which shall be the aggregate number of Common

Shares issued by Corporation in any Payment Period pursuant to the DRIP, and (b) the denominator of which shall be the aggregate number of Common Shares issuable by Corporation in such Payment Period pursuant to the DRIP, assuming for purposes of this clause (b) participation in the DRIP by all holders of Common Shares eligible to participate in the DRIP;

1.33. “ Ex-Date ” means the first date on which the Common Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Corporation or, if applicable from the seller of Common Shares on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market;
1.34. “ Exchange Agreement ” shall mean the Exchange and Support Agreement, dated as of July 13, 2020, by and among the Corporation, Superior US and the holders of Subsidiary Preferred Stock, as amended, supplemented, restated, exchanged or replaced from time to time;
1.35. “ Forced Conversion Date ” shall have the meaning set forth in Section 5.2;
1.36. “ Forced Conversion Notice ” shall have the meaning set forth in Section 5.2;
1.37. “ Forced Conversion Notice Date ” shall have the meaning set forth in Section 5.2;
1.38. “ FX Rate ” means the foreign exchange rate between the U.S. dollar and the Canadian dollar published by Thomson Reuters (or any successor) as the Thomson Reuters Intraday Spot Rate (or any successor rate) at approximately 12:00 p.m. Eastern Time on the Business Day immediately preceding the applicable date of redemption, payment or other determination, as applicable; provided, however, that:
(a) if such rate ceases to be published, then the “FX Rate” shall be deemed to be the foreign exchange rate between the U.S. dollar and the Canadian dollar published by the Bank of Canada each day at approximately 4:30 p.m. Eastern Time;
(b) should Thomson Reuters (or any successor) or the Bank of Canada, as applicable, publish the exchange rate only once per day, the exchange rate published at such time will be used; and
(c) if all of the foregoing exchange rates cease to be published, then the exchange rate will be such replacement exchange rate as may be selected by the Board of Directors in good faith;
1.39. “ Holder ” and, unless the context requires otherwise, “ holder ” shall each mean a holder of record of a Series 2 Preferred Share;
1.40. “ Independent Financial Advisor ” shall mean an accounting, appraisal, investment banking firm or consultant of nationally recognized standing; provided,

however, that such a firm or consultant shall not be an Affiliate of the Corporation and shall be reasonably acceptable to the Holders of at least a majority of the Series 2 Preferred Shares outstanding at the time of engagement by the Corporation;

1.41. “ Investor Rights Agreement ” means the Investor Rights Agreement, dated as of July 13, 2020, entered into among SPC PIPE L.P., the Corporation and Superior US, as amended, supplemented, restated, exchanged or replaced from time to time;
1.42. “ Issue Date ” shall mean the original date of issuance of the Series 2 Preferred Shares;
1.43. “ Junior Shares ” shall mean the Common Shares and each other class of shares in the capital of the Corporation or series of preferred shares of the Corporation established after the Subsidiary Preferred Stock Issue Date, by the Board of Directors, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the Series 2 Preferred Shares as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Corporation;
1.44. “ Liquidation Preference ” shall mean, with respect to each Series 2 Preferred Share, $1,000;
1.45. “ Liquidation Premium ” shall mean, as to each Series 2 Preferred Share on the date a distribution is made to Holders in accordance with Section 4.1 (the “ Distribution Date ”), an amount equal to (i) 1.4 times the Liquidation Preference less (ii) the Liquidation Preference less (iii) the aggregate Subsidiary Cash Dividends and any cash dividends pursuant to section 2.4 of Part B of Section 4 of the Subsidiary Certificate of Incorporation paid in respect of the Subsidiary Preferred Stock less (iv) the aggregate Cash Dividends and any cash dividends pursuant to Section 2.4 paid in respect of such Series 2 Preferred Share from the Issue Date up to and including the Distribution Date, which shall include the amount of Accrued Dividends as at the Distribution Date to be paid as part of the distribution on such share in accordance with Section 4.1; and, for certainty, if the foregoing results in zero or a negative amount, or if no Voluntary Bankruptcy Event has occurred, the Liquidation Premium shall be zero dollars ($0.00);
1.46. “ Market Value ” shall mean the VWAP during a ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately prior to the date of determination;
1.47. “ NI 45-106 ” shall mean National Instrument 45-106 – Prospectus Exemptions implemented by the members of the Canadian Securities Administrators;
1.48. “ NI 62-104 ” shall mean National Instrument 62-104 Take-Over Bids and Issuer Bids implemented by the members of the Canadian Securities Administrators;
1.49. “ Officer ” shall mean any officer of the Corporation;
1.50. “ opening of business ” shall mean 9:00 a.m. (Toronto time);

1.51. “ Optional Conversion Date ” shall have the meaning set forth in Section 5.1;
1.52. “ Optional Conversion Notice ” shall have the meaning set forth in Section 5.1;
1.53. “ Optional Conversion Notice Date ” shall have the meaning set forth in Section 5.1;
1.54. “ Optional Redemption Date ” shall have the meaning set forth in Section 6.1;
1.55. “ Optional Redemption Notice ” shall have the meaning set forth in Section 6.3;
1.56. “ Optional Redemption Price ” shall have the meaning set forth in Section 6.2;
1.57. “ Ordinary Course Dividend Amount ” shall mean a dividend of CAD$0.06 per Common Share per month (and for certainty, shall mean a dividend of CAD$0.18 per Common Share per fiscal quarter, if such dividend is paid quarterly), as such amount may be adjusted to account for any subsequent share split, share consolidation or similar transaction in respect of the Common Shares;
1.58. “ Parity Shares ” shall mean any class of shares in the capital of the Corporation or series of preferred shares of the Corporation established after the Subsidiary Preferred Stock Issue Date by the Board of Directors, the terms of which expressly provide that such class or series will rank on a parity with the Series 2 Preferred Shares as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Corporation;
1.59. “ Paying Agent ” shall mean the Transfer Agent, acting in its capacity as paying agent for the Series 2 Preferred Shares, and its successors and assigns, or any other Person appointed to serve as paying agent by the Corporation;
1.60. “ Payment Period ” shall mean (a) the period commencing on the Issue Date and ending on the last day of the calendar month in which the Issue Date occurs, and (b) each calendar month thereafter; provided that in the event the Corporation is declaring and paying dividends on the Common Shares in cash on a quarterly basis (or on the basis of any longer period) or is not declaring and paying dividends on the Common Shares, then following written notice thereof by the Corporation to the Investors, the Payment Period shall mean a fiscal quarter (with the Payment Period reverting to a calendar month in the event the Corporation is declaring and paying dividends on the Common Shares in cash on a monthly basis);
1.61. “ Person ” shall include any individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof;
1.62. “ Redeeming Party ” shall have the meaning set forth in Section 7.1;

1.63. “ Redemption Date ” shall mean an Optional Redemption Date or a Change of Control Redemption Date, as applicable;
1.64. “ Reference Property ” shall have the meaning set forth in Section 5.5(e);
1.65. “ Requisite Shareholder Approval ” shall have the meaning set forth in Section 5.10;
1.66. “ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended;
1.67. “ Securities Representations ” shall mean, for a prospective conversion of Preferred Shares for Common Shares by a Holder, written representations by such Holder in favor of the Corporation that such Holder: (i) is resident in Canada at the time of the conversion; or (ii) is resident in a jurisdiction outside of Canada, is not exercising the conversion in the United States or by or on behalf of a U.S. Person and will acquire Common Shares upon such conversion pursuant to an exemption from any prospectus or securities registration or similar requirements under the applicable securities laws of such jurisdiction or any other securities laws to which such Holder is otherwise subject and such conversion would not result in any obligation of the Corporation to prepare and file a prospectus, an offering memorandum or similar document or any obligation of the Corporation to make any filings with or seek any approvals of any kind from any regulatory body in such jurisdiction or any other ongoing reporting requirements with respect to such conversion or otherwise; or (iii) if in the United States or a U.S. Person on whose behalf such conversion is being made, is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act or is otherwise permitted to acquire Common Shares upon such conversion pursuant to an available exemption from registration under the Securities Act and applicable state securities laws at the time of such conversion;
1.68. “ Senior Shares ” shall mean each class of shares in the capital of the Corporation or series of preferred shares of the Corporation established after the Subsidiary Preferred Stock Issue Date by the Board of Directors, the terms of which expressly provide that such class or series will rank senior to the Series 2 Preferred Shares as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Corporation;
1.69. “ Series 2 Preferred Shares ” shall mean the Series 2 Preferred shares of the Corporation authorized pursuant to this Schedule;
1.70. “ Shareholder Rights Plan ” shall mean the amended and restated shareholder rights plan agreement dated as of February 16, 2012 between the Corporation and Computershare Trust Corporation of Canada, as rights agent, as amended and restated on March 30, 2012, May 1, 2015 and May 8, 2018, as further amended, restated, succeeded or replaced from time to time;
1.71. “ Stock Exchange ” shall mean the Toronto Stock Exchange or, if the Common Shares are not listed on the Toronto Stock Exchange, such other major securities

exchange or market on which the Common Shares are then listed and posted for trading;

1.72. “ Subsidiary ” shall mean, as to any Person, any corporation or other entity of which: (a) such Person or a Subsidiary of such Person is a general partner or, in the case of a limited liability company, the managing member or manager thereof; (b) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (c) any corporation or other entity as to which such Person consolidates for accounting purposes;
1.73. “ Subsidiary Accrued Dividends ” means the “Accrued Dividends” as defined under and determined in accordance with the terms of the Subsidiary Preferred Stock;
1.74. “ Subsidiary Cash Dividends ” means “Cash Dividends” as defined under and determined in accordance with the terms of the Subsidiary Preferred Stock;
1.75. “ Subsidiary Certificate of Incorporation ” means the Certificate of Incorporation of Superior US, as it may be amended or restated from time to time;
1.76. “ Subsidiary Preferred Stock ” means the Series 1 Preferred Stock of Superior US authorized pursuant to the Subsidiary Certificate of Incorporation;
1.77. “ Subsidiary Preferred Stock Issue Date ” means the original date of issuance of the Subsidiary Preferred Stock;
1.78. “ Subsidiary Preferred Stock Payment Period ” means a “Payment Period” in respect of Subsidiary Cash Dividends as defined under and determined in accordance with the terms of the Subsidiary Preferred Stock;
1.79. “ Superior US ” means Superior Plus US Holdings Inc.;
1.80. “ Trading Day ” shall mean a day during which trading in securities generally occurs on the Stock Exchange and if the Common Shares are not so traded, “ Trading Day ” shall mean a Business Day;
1.81. “ Transfer Agent ” shall mean, as applicable, Computershare Trust Corporation of Canada, acting as the Corporation’s duly appointed transfer agent, registrar, conversion agent and dividend disbursing agent for the Common Shares, or the Corporation’s duly appointed transfer agent, registrar, conversion agent and dividend disbursing agent for the Series 2 Preferred Shares, if any, or if none, an Officer, and in each case their successors and assigns, or any other person appointed

to serve as transfer agent, registrar, conversion agent and dividend disbursing agent by the Corporation;

1.82. “ Trigger Event ” shall have the meaning set forth in Section 5.5(g);
1.83. “ Voluntary Bankruptcy Event ” shall mean a Bankruptcy of the Corporation, any Subsidiary of the Corporation or Superior US that is voluntarily commenced by the Corporation, Superior US or any such Subsidiary;
1.84. “ Voting Trust Agreement ” shall mean the voting trust agreement dated as of July 13, 2020, by and among the trustee named therein, the Corporation, Holders and Superior US, as amended, supplemented, restated, exchanged or replaced from time to time; and
1.85. “ VWAP ” shall mean the volume weighted average trading price of the Common Shares on the Stock Exchange, calculated by dividing the total value by the total volume of Common Shares traded for the relevant period.

2. Dividends

2.1. Holders shall be entitled to receive, and the Corporation shall pay thereon, if, as and when declared by the Board of Directors, with respect to each Series 2 Preferred Share prior to any distributions made in respect of any Junior Shares in respect of the same Payment Period, out of funds legally available for payment, cash dividends (“ Cash Dividends ”) on the sum of (i) the Liquidation Preference plus (ii) any Accrued Dividends, in each case, as of immediately after the last day of the immediately prior fiscal quarter (or if there has been no prior full fiscal quarter, the Subsidiary Accrued Dividends as of immediately after the last day of the immediately prior fiscal quarter), computed on the basis of a 360-day year consisting of twelve 30-day months, at the applicable Dividend Rate. To the extent the Board of Directors so declares, Cash Dividends shall be payable in arrears on the Dividend Payment Date for each Payment Period to the Holders as they appear on the Corporation’s share register at the close of business on the relevant Dividend Record Date. Dividends on the Series 2 Preferred Shares shall accrue and become Accrued Dividends on a day-to-day basis from the last day of the most recent fiscal quarter, or if there has been no prior full fiscal quarter, from the Issue Date, until Cash Dividends are declared and paid pursuant to this Section 2.1 in respect of such accrued amounts. For the avoidance of doubt and notwithstanding anything to the contrary set forth herein, in the event that the Payment Periods within any fiscal quarter are a calendar month, the Cash Dividends payable with respect to each Series 2 Preferred Share shall be an equal amount for each such Payment Period.
2.2. If the Board of Directors does not declare and pay a Cash Dividend in accordance with Section 2.1 for any Payment Period, the amount of such Cash Dividend shall automatically without any action of the Board of Directors continue to accrue as Accrued Dividends in lieu of paying the applicable Cash Dividend; provided, that the Board of Directors must provide written notice to the Holders on or prior to the

last day of the applicable Payment Period (and in no event later than five (5) Business Days prior to the applicable Dividend Payment Date) of its intention to not pay Cash Dividends for such Payment Period. For the avoidance of doubt, without the consent of Holders representing at least a majority of the then-issued and outstanding Series 2 Preferred Shares, the Corporation shall not make a cash payment to Holders in respect of any such Cash Dividends following the applicable Dividend Payment Date thereof pursuant to Section 2.1 (except for any dividends payable on Accrued Dividends for subsequent Payment Periods in accordance with the terms of Section 2.1) or this Section 2.2 and the value associated with such Accrued Dividends shall be delivered to Holders through payment or conversion in accordance with Section 4, Section 5, Section 6 and Section 7.

2.3. Notwithstanding anything herein to the contrary, no dividend shall be paid in respect of any Junior Shares or Parity Shares for any Payment Period in which Cash Dividends have not been declared and paid in full in respect of such Payment Period.
2.4. In the event that the Corporation declares a dividend on the Common Shares to be paid in cash or other property (other than Common Shares), other than a cash dividend no greater than the Ordinary Course Dividend Amount, the Holders shall be entitled to receive, and the Corporation shall pay thereon, if, as and when declared by the Board of Directors with respect to each Series 2 Preferred Share, an amount equal to the product of (a) the amount or value of the dividend, as applicable, paid on each Common Share less the Ordinary Course Dividend Amount, converted to U.S. dollars at the applicable FX Rate, multiplied by (b) the Conversion Rate then in effect. Such dividends shall be payable to the Holders as they appear on the Corporation’s share register at the close of business on the applicable record date for the payment of such Common Share dividends and shall be paid concurrently with the payment to the holders of Common Shares.
Voting and Protective Provisions.
3.1. The Holders shall not have any rights to notice of, to attend at or to vote at any meetings of the shareholders of the Corporation except as set forth in the Voting Trust Agreement, this Section 3 or as otherwise from time to time specifically required by the CBCA or the Articles of Incorporation.
3.2. So long as any Series 2 Preferred Shares are outstanding, in addition to any other vote or consent of shareholders required by the CBCA or the Articles of Incorporation or otherwise set forth herein, the affirmative vote or consent of the Holders representing at least a two-thirds majority of the outstanding Series 2 Preferred Shares, which may be withheld in their sole discretion, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating the actions set forth below, whether by amendment to the Articles of Incorporation, by merger, consolidation or otherwise:

  - (a) any issuance, authorization or creation of, or any increase by the Corporation in the issued or authorized amount of, any (i) specific class or series of Parity Shares or Senior Shares, or (ii) any note, bond, debenture or other debt security that is convertible into or exchangeable for any specific class or series of Parity Shares or Senior Shares;

  - (b) any increase in the number of issued or authorized amount of Preferred Shares, including issuing additional Series 2 Preferred Shares or any reissuance thereof;

  - (c) any exchange, reclassification or cancellation of the Series 2 Preferred Shares, other than as provided in the Articles of Incorporation; or

  - (d) any amendment, modification or alteration of, or supplement to, the Articles of Incorporation that would materially and adversely affect the rights, preferences, privileges or voting powers of the Series 2 Preferred Shares or any Holder.

3.3. Prior to the actual delivery of such Common Shares on the applicable Conversion Date, the Common Shares due upon conversion of the Series 2 Preferred Shares shall not be deemed to be delivered and Holders shall have no voting rights with respect to such Common Shares solely by virtue of holding the Series 2 Preferred Shares; provided however that Holders of such Series 2 Preferred Shares shall retain their voting rights as provided for herein and in the Voting Trust Agreement until such time as the Common Shares are delivered on the applicable Conversion Date.
3.4. In exercising the voting rights set forth in Section 3.2, each Series 2 Preferred Share shall be entitled to one vote.
3.5. The rules and procedures for calling and conducting any meeting of the Holders (including the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Articles of Incorporation, the bylaws of the Corporation and applicable law.
Liquidation Rights.
4.1. In the event of any liquidation, winding-up or dissolution of the Corporation, whether voluntary or involuntary, each Holder shall be entitled to receive, in respect of each Series 2 Preferred Share, and to be paid out of the assets of the Corporation available for distribution to its shareholders, in preference to the holders of, and before any payment or distribution is made on, any Junior Shares, an amount equal to the greater of (a) the sum of the Liquidation Preference plus the Accrued Dividends plus, if a Voluntary Bankruptcy Event has preceded such event, the Liquidation Premium, and (b) the amount such Holder would have received had

such Holder, immediately prior to such liquidation, winding-up or dissolution of the Corporation, converted such Series 2 Preferred Shares into Common Shares in accordance with Section 5.1 (without regard to the Conversion Cap).

4.2. Neither the sale, conveyance, exchange or transfer (for cash, shares, securities or other consideration) of all or substantially all the assets or business of the Corporation (other than in connection with the liquidation, winding-up or dissolution of its business), nor the merger or consolidation of the Corporation into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 4.
4.3. After the payment in full to the Holders of the amounts provided for in Section 4.1, the Holders of Series 2 Preferred Shares as such shall have no right or claim to any of the remaining assets of the Corporation in respect of their ownership of such Series 2 Preferred Shares.
4.4. In the event the assets of the Corporation available for distribution to the Holders upon any liquidation, winding-up or dissolution of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 4.1, no such distribution shall be made on account of any Parity Shares upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the Series 2 Preferred Shares, equally and ratably, in proportion to the full distributable amounts for which Holders of all Series 2 Preferred Shares and of any Parity Shares are entitled upon such liquidation, winding-up or dissolution and, for the avoidance of doubt, no such distribution shall be made on account of any Junior Shares.
Conversion.
5.1. The Holders shall have the right, subject to the Conversion Cap (unless the Requisite Shareholder Approval has been obtained), to convert their Series 2 Preferred Shares, in whole or in part, into that number of whole Common Shares for each Series 2 Preferred Share equal to the quotient of (i) the sum of (A) the Liquidation Preference then in effect plus (B) Accrued Dividends, divided by (ii) the Conversion Price then in effect (such quotient, the “ Conversion Rate ”), with such adjustment or cash payment for fractional shares as the Corporation may elect pursuant to Section 8. To convert Series 2 Preferred Shares into Common Shares pursuant to this Section 5.1, such Holder shall give written notice (the “ Optional Conversion Notice ”) to the Corporation, which Optional Conversion Notice may be conditioned on the completion of a Change of Control or other corporate transaction as such Holders may specify, signed by such Holder or its duly authorized attorney or agent, stating that such Holder elects to so convert Series 2 Preferred Shares and shall state therein: (A) the number of Series 2 Preferred Shares to be converted, (B) if prior to the Corporation obtaining the Requisite Shareholder Approval, a representation by such Holder in favor of the Corporation (and enforceable by the Corporation against such Holder) that the conversion of such number of shares will not cause such Holder to exceed the Conversion Cap;

provided that should a Holder require the Corporation to provide the current number of issued and outstanding Common Shares in order for such Holder to accurately provide such representation, the Corporation shall promptly provide the Holder with the current number of issued and outstanding Common Shares, (C) the name or names in which such Holder wishes the Common Shares to be delivered, (D) the Holder’s computation of the number of Common Shares to be received by such Holder, (E) the conversion date (the “ Optional Conversion Date ”), being a Business Day not less than three (3) nor more than five (5) Business Days after the date upon which the Optional Conversion Notice is received by the Corporation (the “ Optional Conversion Notice Date ”), (F) the Conversion Price on the Optional Conversion Date, and (G) the Securities Representations; and deliver with such notice the certificates and other documents, if any, required pursuant to Section 5.3. If no Optional Conversion Date is specified in the Optional Conversion Notice, the Optional Conversion Date shall be deemed to be the fifth Business Day after the Optional Conversion Notice Date. If a Holder delivers the Optional Conversion Notice and accompanying certificates and other documents in accordance with this Section 5.1, the Corporation shall deliver or cause to be delivered the Common Shares as soon as reasonably practicable, but not later than five (5) Business Days after the Optional Conversion Date. Notwithstanding the foregoing, an Optional Conversion Date may not be the same date as a Redemption Date. Where the Optional Conversion Date would otherwise be the same date as a Redemption Date, the Optional Conversion Date shall be deemed to be the Business Day immediately preceding such Redemption Date.

5.2. On or after the third anniversary of the Subsidiary Preferred Stock Issue Date, the Corporation shall have the right to cause all but not less than all of the outstanding Series 2 Preferred Shares, to be converted into that number of whole Common Shares for each Series 2 Preferred Share equal to the Conversion Rate then in effect, subject to the Conversion Cap (unless the Requisite Shareholder Approval has been obtained) and with such adjustment or cash payment for fractional shares as the Corporation may elect pursuant to Section 8; provided, however that in order for the Corporation to exercise such right: (i) the VWAP per Common Share during a 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Forced Conversion Notice Date, converted to U.S. dollars at the applicable FX Rate, shall be greater than 145% of the Conversion Price then in effect; and (ii) on the Forced Conversion Date, the Common Shares are listed and posted for trading on a Stock Exchange and no order ceasing or suspending trading in the Common Shares or prohibiting the sale or issuance of the Common Shares has been issued and no (formal or informal) proceedings for such purpose are pending or, to the knowledge of the Corporation, have been threatened. To convert Series 2 Preferred Shares for Common Shares pursuant to this Section 5.2, the Corporation shall give not less than thirty (30) days’ written notice (the “ Forced Conversion Notice ” and the date of such notice, the “ Forced Conversion Notice Date ”) to each Holder stating that the Corporation elects to force the conversion of such Series 2 Preferred Shares pursuant to this Section 5.2 and shall state therein (A) the conversion date (the “ Forced Conversion Date ”), (B) the number of such Holder’s Series 2 Preferred Shares to be converted, if known, (C)

the Conversion Price on the Forced Conversion Date, (D) the Corporation’s computation of the number of Common Shares to be received by the Holder, and (E) the surrender locations specified in Section 5.3. Following receipt of a Forced Conversion Notice, each Holder shall deliver to the Corporation a representation by such Holder in favor of the Corporation (and enforceable by the Corporation against such Holder) as to the number of Common Shares beneficially owned or over which control is exercised by such Holder, together with its Affiliates and other Persons acting together with such Holder, for the purpose of the Conversion Cap, within three Business Days of the Forced Conversion Notice, and again upon each change (other than any de minimis change that would not result in the Conversion Cap being exceeded on the conversion) in such number of shares preceding the Forced Conversion Date. If the Corporation delivers a Forced Conversion Notice to a Holder in accordance with this Section 5.2, the Corporation shall deliver or cause to be delivered the Common Shares as soon as reasonably practicable, but not later than the tenth (10th) Business Day after the later of: (i) the Forced Conversion Date and (ii) receipt by the Transfer Agent of the certificates and other documents, if any, required pursuant to Section 5.3. In the event that the Requisite Shareholder Approval has not been obtained in accordance with the Investor Rights Agreement and the Conversion Cap prevents the issuance of all or any part of the Common Shares otherwise required to be delivered to a Holder pursuant to this Section 5.2, then in lieu of delivering such Common Shares to the Holder, the Corporation shall make a cash payment to such Holder equal to the Market Value as of the Forced Conversion Date, converted to U.S. dollars at the applicable FX Rate, for each such whole Common Share which is not able to be issued.

5.3. Upon conversion, each Holder shall surrender to the Corporation the certificates representing any Series 2 Preferred Shares to be converted (including any shares in respect of which payment is to be made in lieu of conversion pursuant to Section 5.2) during usual business hours at its principal place of business or the offices of its duly appointed Transfer Agent maintained by it, accompanied by (a) (if so required by the Corporation or its duly appointed Transfer Agent) a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation or its duly appointed Transfer Agent duly executed by the Holder or its duly authorized legal representative; and (b) transfer tax stamps or funds therefor, if required pursuant to Section 5.9. If less than all of the Series 2 Preferred Shares represented by a certificate or certificates surrendered by a Holder pursuant to Section 5.3 are to be converted, the Holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Series 2 Preferred Shares represented by the surrendered certificate or certificates that are not to be converted.
5.4. As of the time immediately prior to the close of business on the applicable Conversion Date, dividends shall cease to accrue on the Series 2 Preferred Shares so converted (including any shares in respect of which payment is to be made in lieu of conversion pursuant to Section 5.2) and all other rights with respect to the Series 2 Preferred Shares so converted (including any shares in respect of which

payment is to be made in lieu of conversion pursuant to Section 5.2), including the rights, if any, to receive notices, will terminate, except only the right of Holders thereof to receive the number of whole Common Shares for which such Series 2 Preferred Shares have been converted, any cash payment in respect of fractional shares in accordance with Section 8, any cash payment required by Section 5.2 as a result of the applicable Conversion Cap. The Series 2 Preferred Shares so converted (including any shares in respect of which payment is to be made in lieu of conversion pursuant to Section 5.2) shall be deemed to be converted, and the Holder shall be deemed to be the holder of the Common Shares for which such Series 2 Preferred Shares have been converted, as of the time immediately prior to the close of business on the Conversion Date. The Corporation shall deliver or cause to be delivered, in accordance with Section 5.1 or Section 5.2, as applicable, to the applicable Holder certificates for the number of whole Common Shares to which such Holder is entitled, any cash payment in respect of fractional shares in accordance with Section 8, and any cash payment required by Section 5.2 as a result of the applicable Conversion Cap.

5.5. The Conversion Price shall be subject to the following adjustments (except as provided in Section 5.6):
(a) If, subsequent to the Issue Date, the Corporation pays a dividend (or other distribution) in Common Shares to holders of the Common Shares, in their capacity as holders of Common Shares, then the Conversion Price in effect immediately following the record date for such dividend (or distribution) shall be divided by the following fraction:

OSI

OS0

Where

OS0 = the number of Common Shares outstanding immediately prior to the record date for such dividend or distribution; and
OS1 = the sum of (i) the number of Common Shares outstanding immediately prior to the record date for such dividend or distribution and (ii) the total number of Common Shares constituting such dividend
(b) If, subsequent to the Issue Date, the Corporation issues to holders of Common Shares, in their capacity as holders of Common Shares, rights, options or warrants entitling them to subscribe for or purchase Common Shares at less than Market Value determined on the Ex-Date for such issuance, then the Conversion Price in effect immediately following the close of business on the Ex-Date for such issuance shall be divided by the following fraction:

OS0 + X OS0 + Y

where

OS0 = the number of Common Shares outstanding at the close of business on the record date for such issuance;
X = the total number of Common Shares issuable pursuant to such rights, options or warrants; and
Y = the quotient of (i) the aggregate price payable to exercise such rights, options or warrants divided by (ii) the Market Value determined as of the Ex-Date for such issuance.

To the extent that such rights, options or warrants are not exercised prior to their expiration or Common Shares are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, the Conversion Price shall be readjusted to such Conversion Price that would have then been in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of Common Shares actually delivered. If such rights, options or warrants are only exercisable upon the occurrence of certain triggering events, then the Conversion Price shall not be adjusted until such triggering events occur. In determining the aggregate offering price payable for such Common Shares, the Corporation shall take into account any consideration received for such rights, options or warrants and the value of such consideration (if other than cash, to be determined by the Board of Directors).

(c) If, subsequent to the Issue Date, the Corporation subdivides, consolidates, combines or reclassifies the Common Shares into a greater or lesser number of Common Shares, then the Conversion Price in effect immediately following the effective date of such share subdivision, consolidation, combination or reclassification shall be divided by the following fraction:

OSI OS0

where

OS0 = the number of Common Shares outstanding immediately prior to the effective date of such share subdivision, consolidation, combination or reclassification; and

OSI = the number of Common Shares outstanding immediately after the opening of business on the effective date of such share subdivision, consolidation, combination or reclassification.
(d) If, subsequent to the Issue Date, the Corporation issues any Common Shares under the DRIP (i) at less than 97% of the Market Value determined as of the date of such issuance or (ii) when the DRIP Participation Percentage is greater than 35%, then on each such occurrence the Conversion Price in effect immediately following such issuance of Common Shares shall be divided by the following fraction:

OS0 + X OS0 + Y

where

OS0 = the number of Common Shares outstanding at the close of business on the record date for such issuance under the DRIP;
X = the total number of Common Shares issued pursuant to such issuance under the DRIP; and
Y = the quotient of (i) the aggregate price payable to acquire such Common Shares (including the amount of the cash dividends otherwise payable) under the DRIP divided by (ii) the Market Value determined as of the date of such issuance

provided, that in the event that the DRIP Participation Percentage is greater than 35% but the Common Shares are issued under the DRIP at 97% or more of the Market Value determined as of the date of such issuance, then the fraction set forth above shall be calculated only taking into account the portion of such Common Shares issued pursuant to such issuance under the DRIP in excess of the DRIP Participation Percentage of 35%.

(e) In the case of: (i) any recapitalization, reclassification or change of the Common Shares (other than changes provided for in Section 5.5(c)), (ii) any consolidation, merger or combination involving the Corporation, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Corporation and its Subsidiaries substantially as an entirety, or (iv) any statutory share conversion, as a result of which the Common Shares are converted into, or exchanged for, shares, other securities, other property or assets (including cash or any combination thereof) subsequent to the Issue Date (any such transaction or event, a “ Capital Reorganization ”), then, at and after the effective time of such Capital Reorganization, the right to

convert each Series 2 Preferred Share shall be changed into a right to convert such share into the kind and amount of shares, other securities or other property or assets (or any combination thereof) that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such Capital Reorganization would have owned or been entitled to receive upon such Capital Reorganization (such shares, securities or other property or assets, the “ Reference Property ”). If the Capital Reorganization causes the Common Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), then the Reference Property into which the Series 2 Preferred Shares will be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such an election. The Corporation shall notify Holders of such weighted average as soon as practicable after such determination is made. None of the foregoing provisions shall affect the right of a Holder of Series 2 Preferred Shares to convert its Series 2 Preferred Shares into Common Shares pursuant to Section 5.1 prior to the effective time of such Capital Reorganization. Notwithstanding Sections 5.5(a) to (c), no adjustment to the Conversion Price shall be made for any Capital Reorganization to the extent shares, securities or other property or assets become the Reference Property receivable upon conversion of Series 2 Preferred Shares. The Corporation shall provide reasonable advance notice of any Capital Reorganization to each Holder prior to the consummation of such Capital Reorganization and the anticipated effective time thereof.

(f) Notwithstanding anything herein to the contrary, no adjustment under this Section 5.5 need be made to the Conversion Price unless such adjustment would require an increase or decrease of at least $0.01. Any lesser adjustment shall be carried forward and shall be made and given effect immediately upon the earliest of the following: (i) at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least $0.01 of the Conversion Price, (ii) any Optional Conversion Notice Date or Forced Conversion Notice Date, (iii) the date of notice by the Corporation to the Holders of any Capital Reorganization as required by Section 5.5(e), (iv) the date of any Change of Control Redemption Notice or (v) the date of any Optional Redemption Notice.
(g) Notwithstanding any other provisions of this Section 5.5, rights or warrants distributed by the Corporation to holders of Common Shares, in their capacity as holders of Common Shares, entitling the holders thereof to subscribe for or purchase shares in the capital of the Corporation (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“ Trigger Event ”): (i) are deemed to be transferred with such Common Shares; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Shares, shall

be deemed not to have been distributed for purposes of this Section 5.5 (and no adjustment to the Conversion Price under this Section 5.5 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made under Section 5.5(b). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to an Conversion Price under this Section 5.5 was made and (A) any such rights or warrants shall all have been redeemed, repurchased or forfeited at a price per right or warrant of less than CAD$0.0001 without exercise by any holders thereof or (B) any such rights or warrants shall all have expired or been terminated without exercise thereof, such Conversion Price shall be readjusted as if such redeemed, repurchased, forfeited, expired or terminated rights and warrants had not been issued. To the extent that the Corporation has a rights plan or agreement in effect upon conversion of the Series 2 Preferred Shares, which rights plan provides for rights or warrants of the type described in this clause, then upon conversion of Series 2 Preferred Shares the Holder will receive, in addition to the Common Shares to which the Holder is entitled, a corresponding number of rights in accordance with the rights plan, unless a Trigger Event has occurred and the adjustments to the Conversion Price with respect thereto have been made in accordance with the foregoing. Notwithstanding anything to the contrary in Section 5.5(c) or this Section 5.5(g), if the Holder is an Acquiring Person or otherwise would have had its rights or warrants voided pursuant to the terms of the applicable shareholder rights plan if it was the holder of such rights or warrants at the time of the Trigger Event, then no adjustments shall be made to the Conversion Price or otherwise pursuant to Section 5.5(b) or this Section 5.5(g).

(h) Notwithstanding anything to the contrary herein, in no event will the Conversion Price be increased pursuant to this Section 5.5, other than pursuant to Section 5.5(c).
5.6. Notwithstanding anything to the contrary in Section 5.5, if the Holders are entitled to participate in a distribution or transaction to which Section 5.5(b) applies as if they held a number of Common Shares issuable upon conversion of the Series 2 Preferred Shares immediately prior to such event, without having to convert their Series 2 Preferred Shares, then no adjustment under Section 5.5 need be made to the Conversion Price.
5.7. If the Corporation shall fix a record date for the purpose of determining the holders of its Common Shares entitled to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to shareholders) abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in any Conversion Price then in effect shall be required by reason of the fixing of such record date.

5.8. Upon any increase or decrease in the Conversion Price, then, and in each such case, the Corporation promptly (but in any event within ten (10) Business Days of any such adjustment) shall deliver to each Holder a certificate signed by an Officer, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased Conversion Price then in effect following such adjustment and the effective time thereof.
5.9. The delivery of certificates for Common Shares upon the conversion of Series 2 Preferred Shares shall each be made without charge to the Holder or recipient of Series 2 Preferred Shares for such certificates or for any stock transfer or similar tax (other than income, withholding or similar taxes) in respect of the issuance or delivery of such certificates, and such certificates shall be delivered in the respective names of, or in such names as may be directed by, the applicable Holder; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the delivery of any such certificate in a name other than that of the Holder of the shares of the relevant Series 2 Preferred Shares and the Corporation shall not be required to deliver any such certificate unless or until the Person or Persons requesting the delivery thereof shall have paid to the Corporation the amount of such tax or shall have established to the reasonable satisfaction of the Corporation that such tax has been paid.
5.10. Unless the Corporation has obtained the requisite approval of the holders of the Common Shares (the “ Requisite Shareholder Approval ”), which the Corporation shall not be obligated to obtain other than pursuant to its obligations under the Investor Rights Agreement, no Series 2 Preferred Shares may be converted pursuant to Section 5.1 or Section 5.2 if and to the extent that, as a result of the delivery to the Holder of Common Shares upon such conversion such Holder, together with its Affiliates and other Persons acting together with such Holder, would beneficially own or exercise control or direction over in excess of 19.9% of the number of Common Shares outstanding immediately after giving effect to such conversion or would become an Acquiring Person (such limit, the “ Conversion Cap ”). For purposes of the foregoing sentence, “beneficial ownership” shall be calculated in accordance with NI 62-104. Any purported delivery of Common Shares upon conversion of Series 2 Preferred Shares shall be void ab initio and have no effect if such delivery would result in the applicable Holder exceeding the Conversion Cap, and each Holder shall, upon becoming aware of any such Common Shares so delivered, immediately notify the Corporation of same, and thereafter, or otherwise upon written demand from the Corporation, immediately surrender to the Corporation the certificates representing such Common Shares, and the Corporation shall deliver to the applicable Holder the Series 2 Preferred Shares in respect thereof (including any certificates representing such shares) or cash in lieu thereof in the case of a conversion pursuant to Section 5.2.

Redemption.
6.1. On or after the first Business Day that is seven years after the Subsidiary Preferred Stock Issue Date, the Corporation shall have the right, subject to applicable law, to redeem all but not less than all of the Series 2 Preferred Shares from any source of funds legally available for such purpose. Any such redemption shall occur on a date set by the Corporation on not less than thirty (30) days’ prior written notice to the Holders (the “ Optional Redemption Date ”).
6.2. Subject to applicable law, the Corporation shall effect any such redemption pursuant to this Section 6 by paying cash for each Series 2 Preferred Share to be redeemed in an amount equal to the Liquidation Preference plus the Accrued Dividends (such amount, the “ Optional Redemption Price ”).
6.3. The Corporation shall give notice of its election to redeem the Series 2 Preferred Shares pursuant to this Section 6 to the Holders of Series 2 Preferred Shares as such Holders’ names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the Corporation’s share register at the address of such Holders shown therein. Such notice (the “ Optional Redemption Notice ”) shall state: (a) the Optional Redemption Date, (b) the number of Series 2 Preferred Shares to be redeemed from such Holder, (c) the Optional Redemption Price, and (d) the place where any Series 2 Preferred Shares are to be redeemed and shall be presented and surrendered for payment of the Optional Redemption Price therefor.
6.4. If the Corporation gives the Optional Redemption Notice, the Corporation shall deposit with or otherwise make available to the Paying Agent funds sufficient to redeem the Series 2 Preferred Shares, no later than the open of business on the Optional Redemption Date, and the Corporation shall give the Paying Agent instructions and authority to pay the Optional Redemption Price to the Holders to be redeemed upon surrender or deemed surrender of the certificates therefor as set forth in the Optional Redemption Notice. If the Optional Redemption Notice shall have been given, then from and after the time immediately prior to the close of business on the Optional Redemption Date, unless the Corporation defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the Optional Redemption Notice, all dividends on such Series 2 Preferred Shares to be redeemed shall cease to accrue and all other rights with respect to the Series 2 Preferred Shares to be redeemed, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the Optional Redemption Price. The Corporation shall be entitled to receive from the Paying Agent the interest income, if any, earned on any such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Optional Redemption Price of the Series 2 Preferred Shares to be redeemed), and the holders of any Series 2 Preferred Shares so redeemed shall have no claim to any such interest income. Any funds deposited with the Paying Agent hereunder by the Corporation for any reason, including redemption of Series 2 Preferred Shares, that remain unclaimed or unpaid after two years after the

Optional Redemption Date or other payment date, shall be, to the extent permitted by applicable law, repaid to the Corporation upon its written request, after which repayment the Holders entitled to such redemption or other payment shall have recourse only to the Corporation.

Change of Control.
7.1. The Corporation shall give notice to the Holders of a proposed Change of Control no later than fifteen (15) Business Days prior to the anticipated effective date (as determined in good faith by the Corporation) of such Change of Control or, if not practicable, as soon as reasonably practicable but in any event no later than five (5) Business Days after the Corporation becomes aware of such proposed Change of Control.

In the event of a Change of Control, the Corporation or a third party with the prior written consent of the Corporation (such party, as applicable, the “ Redeeming Party ”) shall, in compliance with applicable law and within ten (10) days following the effective date of a Change of Control, make an offer to each Holder to redeem all but not less than all of such Holder’s outstanding Series 2 Preferred Shares. Any such redemption shall occur on a date set by the Redeeming Party in its sole discretion, but no earlier than ten (10) Business Days from the date of the Change of Control Redemption Notice and no later than thirty (30) days after consummation of the Change of Control (the “ Change of Control Redemption Date ”). Each Holder may elect to accept such offer from the Redeeming Party by providing written notice of its intent to accept such offer not later than two (2) Business Days prior to the Change of Control Redemption Date. Notwithstanding anything to the contrary herein, the Change of Control Redemption Date may be on the date of such Change of Control, and any redemption pursuant to this Section 7 may be made simultaneously with such Change of Control.

7.2. Subject to applicable law, the Redeeming Party shall effect any such redemption pursuant to this Section 7 by paying cash for each Series 2 Preferred Share to be redeemed in an amount (such amount, the “ Change of Control Redemption Price ”) equal to the greater of (a) the sum of the Liquidation Preference plus the Change of Control Redemption Premium plus the Accrued Dividends as at the Change of Control Redemption Date, and (b) either (i) in the case of a Change of Control that constitutes a Capital Reorganization in which the Common Shares are not converted or exchanged solely for cash, the cash amount equal to the product of the Conversion Rate as at the Change of Control Redemption Date multiplied by the Closing Sale Price of the Common Shares on the Trading Day immediately prior to the effective date of such Capital Reorganization, such amount to be converted to U.S. dollars at the applicable FX Rate or (ii) in any other case, the cash amount that a holder of a number of Common Shares equal to the Conversion Rate as at the Change of Control Redemption Date would have received in such Change of Control.

7.3. The Redeeming Party shall give notice of such redemption offer to the Holders as such Holders’ names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the Corporation’s share register at the address of such Holders shown therein. Such notice (the “ Change of Control Redemption Notice ”) shall state: (a) the Change of Control Redemption Date, (b) the Change of Control Redemption Price, (c) the place where any Series 2 Preferred Shares are to be redeemed and shall be presented and surrendered for payment of the Change of Control Redemption Price therefor, and (d) the deadline for presenting and surrendering the certificates in order to accept the redemption offer and receive payment, which shall be no earlier than two (2) Business Days prior to the Change of Control Redemption Date.
7.4. Solely in the event of a Change of Control Call Event, the Redeeming Party shall have the right, at its option, to redeem on the Change of Control Redemption Date at the Change of Control Redemption Price all but not less than all of the Series 2 Preferred Shares held by any Holder that does not accept such redemption offer (the “ Change of Control Redemption Call Right ”). If the Redeeming Party elects to exercise its Change of Control Redemption Call Right upon a Change of Control Call Event, it shall give a Change of Control Redemption Notice thereof not later than ten (10) Business Days prior to the Change of Control Redemption Date to the Holders as such Holders’ names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the Corporation’s share register at the address of such Holders shown therein.
7.5. If the Redeeming Party gives a Change of Control Redemption Notice, the Redeeming Party shall deposit with the Paying Agent funds sufficient to redeem (a) the Series 2 Preferred Shares for which certificates have been presented and surrendered for payment or (b) all of the Series 2 Preferred Shares if the Change of Control Redemption Call Right has been exercised upon a Change of Control Call Event, no later than the open of business on the Change of Control Redemption Date, and the Redeeming Party shall give the Paying Agent irrevocable instructions and authority to pay the applicable Change of Control Redemption Price to the Holders to be redeemed upon surrender or deemed surrender of the certificates therefor as set forth in the Change of Control Redemption Notice. From and after the time immediately prior to the close of business on the Change of Control Redemption Date, unless the Corporation defaults in providing funds sufficient for such redemption in full at the time and place specified for payment pursuant to the Change of Control Redemption Notice, all dividends on such Series 2 Preferred Shares to be redeemed shall cease to accrue and all other rights with respect to the Series 2 Preferred Shares to be redeemed, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to receive the Change of Control Redemption Price. The Corporation shall be entitled to receive from the Paying Agent the interest income, if any, earned on any such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the Change of Control Redemption Price of the Series 2 Preferred Shares to be redeemed), and the holders of any Series 2 Preferred Shares so redeemed shall have no claim to any such interest income. Any funds deposited

with the Paying Agent hereunder by the Corporation for any reason, including redemption of Series 2 Preferred Shares, that remain unclaimed or unpaid after two years after the Change of Control Redemption Date or other payment date, shall be, to the extent permitted by applicable law, repaid to the Corporation upon its written request, after which repayment the Holders entitled to such redemption or other payment shall have recourse only to the Corporation.

No Fractional Shares. No fractional Common Shares or securities representing fractional Common Shares shall be delivered upon conversion, whether voluntary or mandatory, or in respect of dividend payments made in Common Shares on the Series 2 Preferred Shares. Instead, the Corporation may elect to either make a cash payment to each Holder that would otherwise be entitled to a fractional share (based on the Closing Sale Price of such fractional share determined as of the Trading Day immediately prior to the payment thereof, converted to U.S. dollars at the applicable FX Rate) or, in lieu of such cash payment, round up to the next whole share the number of Common Shares to be delivered to any particular Holder upon conversion.
Transfer Restriction. Other than in connection with a Change of Control, no Series 2 Preferred Share may be transferred, without the prior written consent of the Board of Directors, if and to the extent that as a result of the transfer, the transferee (based on written representations to such effect made by such transferee which the transferring Holder reasonably believes are true after reasonable inquiry), together with its Affiliates and other Persons acting together with such transferee, would beneficially own or exercise control or direction over in excess of 19.9% of the issued and outstanding Common Shares (such limit, the “ Beneficial Ownership Cap ”). For purposes of this Section 9, “beneficial ownership” shall be calculated in accordance with NI 62-104 without giving effect to any applicable Conversion Cap. Any purported transfer of Series 2 Preferred Shares shall be void ab initio and have no effect, if such transfer would result in the transferee, together with its Affiliates and other Persons acting together with such transferee, becoming the beneficial owner of or exercising control or direction over more than the Beneficial Ownership Cap and the Corporation shall not recognize or be bound by any such purported transfer nor shall it recognize the transferee as a Holder hereunder.
Miscellaneous.
10.1. With respect to any notice to a Holder required to be provided hereunder, neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any vote upon any such action (assuming due and proper notice to such other Holders). Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives the notice.
10.2. Series 2 Preferred Shares that have been issued and reacquired by the Corporation in any manner (upon compliance with any applicable provisions of the CBCA or

other applicable laws) shall upon such reacquisition be automatically cancelled by the Corporation and shall not be reissued.

10.3. The Series 2 Preferred Shares shall be issuable only in whole shares.
10.4. The Corporation shall elect, in the manner and within the time provided, under subsection 191.2(1) of the Income Tax Act (Canada) and shall take any other necessary action thereunder, to pay or cause the payment of tax under Part VI.1 of the Income Tax Act (Canada) at a rate such that no holder of Series 2 Preferred Shares would be required to pay tax on dividends received on the Series 2 Preferred Shares under Part IV.1 of the Income Tax Act (Canada).
10.5. All notice periods referred to herein shall commence (i) on the day on which notice was delivered or transmitted by email or personally by hand (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, (ii) if mailed by internationally recognized overnight courier, on the Business Day following the date of mailing; provided, however, that if at the time of mailing or within two 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. Notice to any Holder shall be given to the registered address set forth in the Corporation’s records for such Holder.
10.6. Unless otherwise stated, all references herein to dollar amounts, “dollars” or “$” are references to United States dollars.
10.7. Any payments required to be made hereunder on any day that is not a Business Day shall be made on the next succeeding Business Day without interest or additional payment for such delay. All payments required hereunder shall be made by wire transfer of immediately available funds to the Holders in accordance with the payment instructions as such Holders may deliver by written notice to the Corporation or the Transfer Agent from time to time.
10.8. Notwithstanding anything to the contrary herein, whenever the Board of Directors is permitted or required to determine fair market value, such determination shall be made in good faith.
10.9. Notwithstanding any other provision hereof, the Corporation may deduct or withhold from any payment, distribution, issuance or delivery (whether in cash or in shares) to be made pursuant to these share provisions any amounts required or permitted by law to be deducted or withheld from any such payment, distribution, issuance or delivery and shall remit any such amounts to the relevant tax authority as required. Notwithstanding the foregoing, the amount of any payment, distribution, issuance or delivery made to a Holder pursuant to this Schedule shall be considered to be the amount of the payment, distribution, issuance or delivery

received by such Holder plus any amount deducted or withheld pursuant to this Section 10.9.

10.10. Any amendment, modification or alteration of the rights, preferences, privileges or voting powers of the Series 2 Preferred Shares shall, solely to the extent required by the applicable rules and regulations of the Toronto Stock Exchange, be subject to the approval of the Toronto Stock Exchange for as long as the Common Shares are listed for trading thereon.

SCHEDULE C REGISTRATION PROCEDURES

1. Registration Procedures

In connection with the Demand Registration and Piggyback Registration obligations pursuant to the Agreement, the Parent will use commercially reasonable efforts in accordance with the Agreement to effect the qualification for the offer and sale or other disposition or distribution of Registrable Shares in one or more Canadian jurisdictions, as directed by the Investor in the case of a Demand Registration, and in pursuance thereof, the Parent will as expeditiously as possible:

(a) prepare and file, in the English language and, if an offering is contemplated in Quebec, the French language, with the applicable Canadian Securities Commissions a Prospectus under and in compliance with the applicable Securities Laws, relating to the applicable Demand Registration or Piggyback Registration, including all exhibits, financial statements and such other related documents required by the applicable Canadian Securities Commissions to be filed therewith, and use its commercially reasonable efforts to cause the applicable Canadian Securities Commissions to issue a receipt for such Prospectus (unless such Prospectus is a prospectus supplement); and the Parent will furnish to the Investor and the lead underwriters or underwriters, if any, copies of such Prospectus and any amendments or supplements in the form filed with the Canadian Securities Commission, promptly after the filing of such Prospectus, amendments or supplements;
(b) prepare and file with the Canadian Securities Commissions such amendments and supplements to the Prospectus as may be necessary to complete the distribution of all such Registrable Shares and as required under applicable Securities Laws;
(c) notify the Investor and the lead underwriter or underwriters, if any, and (if requested) confirm such advice in writing, as soon as practicable after notice thereof is received by the Parent: (i) when the Prospectus or any amendment thereto has been filed or a receipt has been issued, and furnish to the Investor and lead underwriters or underwriters, if any, with copies thereof; (ii) of any request by the Canadian Securities Commissions for amendments to the Prospectus or for additional information; (iii) of the issuance by the Canadian Securities Commissions 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 of any proceedings for such purposes; and (iv) of the receipt by the Parent of any notification with respect to the suspension of the qualification of the Registrable Shares for offering or sale in jurisdiction or the initiation or threatening of any proceeding for such purpose;
(d) promptly notify the Investor and the lead underwriter or underwriters, if any, when the Parent becomes aware of the happening of any event as a result of which the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement therein (in the case of the Prospectus in light of the circumstances under which they were made) when such Prospectus was delivered not misleading, fails to constitute full, true and plain disclosure of all material facts regarding the Registrable Shares when such Prospectus was delivered or if for any other reason it will be necessary during such time period to amend or supplement the Prospectus in order to comply with Securities Laws and, in either case as promptly as practicable, prepare and file with the Canadian Securities Commissions, and furnish to the Investor and the lead underwriters or
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underwriters, if any, a supplement or amendment to such Prospectus which will correct such statement or omission or effect such compliance;

(e) use commercially reasonable efforts to obtain the withdrawal of any stop order, cease trade order or other order against the Parent or affecting the securities of the Parent suspending the use of any Prospectus or suspending the qualification of any Registrable Shares covered by the Prospectus, or the initiation or the threatening of any proceedings for such purposes;
(f) provide the Investor and its counsel with a reasonable opportunity to review and provide comments to the Parent on the Prospectus;
(g) deliver to the Investor and the underwriters, if any, without charge, as many commercial copies of the Prospectus and any amendment or supplement thereto as such Persons may reasonably request (it being understood that the Parent consents to the use of the Prospectus or any amendment or supplement thereto by the Investor and the underwriters, if any, in connection with the offering and sale of the Registrable Shares covered by the Prospectus or any amendment or supplement thereto);
(h) in connection with any underwritten offering enter into customary agreements, including an underwriting agreement with the underwriter or underwriters, such agreements to contain such representations and warranties by the Parent and such other terms and provisions as are consistent with those contained in underwriting agreements previously entered into by the Parent and customarily contained in underwriting agreements with respect to secondary distributions and indemnification provisions and/or agreements substantially consistent with those contained in underwriting agreements previously entered into by the Parent and with the Agreement, but in any event, which agreements will contain provisions for the indemnification by the underwriter or underwriters in favour of the Parent with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Prospectus included in reliance upon and in conformity with written information furnished to the Parent by any underwriter;
(i) as promptly as practicable after filing with the applicable Canadian Securities Commissions any document which is incorporated by reference into the Prospectus, provide copies of such document to the Investor and its counsel and to the lead underwriters or underwriters, if any;
(j) use its commercially reasonable efforts to obtain a customary legal opinion, in the form and substance as is customarily given by external company counsel in securities offerings, addressed to the Investor and the underwriters, if any, and such other Persons as the underwriting agreement may reasonably specify, and a customary “comfort letter” from the Parent’s auditor and/or the auditors of any financial statements included or incorporated by reference in a Prospectus;
(k) furnish to the Investor and the lead underwriter or underwriters, if any, and such other Persons as the Investor may reasonably specify, such corporate certificates, satisfactory to the Investor 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 Investor may reasonably request;
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(l) provide and cause to be maintained a transfer agent and registrar for such Common Shares not later than the date a receipt is issued for a final Prospectus by the applicable Canadian Securities Commissions and use its best efforts to cause all Common Shares covered by the Prospectus to be listed on each securities exchange or automated quotation system on which similar securities issued by the Parent are then listed; and
(m) participate in such marketing efforts as the Investor or lead underwriter or underwriters, if any, determine are reasonably necessary, such as “roadshows”, institutional investor meetings and similar events.

2. Investor Obligations

The Investor will furnish to the Parent such information and execute such documents regarding the Registrable Shares and the intended method of disposition thereof as the Parent may reasonably require in order to effect the requested qualification for sale or other disposition. The Investor will promptly notify the Parent if the Investor becomes aware of the happening of any event (insofar as it relates to the Investor or information furnished by the Investor in writing for inclusion in the applicable Prospectus) as a result of which the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement therein not misleading in light of the circumstances under which they are made. In addition, the Investor shall, if required under applicable Securities Laws, execute any certificate forming part of a Prospectus to be filed with the applicable Canadian Securities Commissions.

AI assistant

Superior Plus Corp. — Capital/Financing Update 2020

42632_rns_2020-07-13_5dc90366-7040-49fa-89c3-435e0dc14152.pdf

INVESTOR RIGHTS AGREEMENT

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

“ Act ” means the Canada Business Corporations Act ;

1.2 Defined Terms in the Series 1 Preferred Share Terms

1.3 Rules of Construction

1.4 Entire Agreement

1.5 Time of Essence

1.6 Governing Law and Submission to Jurisdiction

1.7 Severability

1.8 Certain Terminology

1.9 Schedules

ARTICLE 2 BOARD NOMINATION RIGHTS

2.1 Board of Directors Nominees

2.2 Expiry of Board Nomination

3.1 Participation Right

3.2 Participation Right Limitations

3.3 Expiry of Participation Right

ARTICLE 4 REGISTRATION RIGHTS

4.1 Filing and Maintaining a Base Shelf Prospectus

4.2 Demand Registrations

4.3 Demand Registration Request

4.4 Piggyback Registrations

4.5 Registration Expenses

4.6 Preparation; Reasonable Investigation

4.7 Indemnification

4.8 Transfer of Registration Rights

4.9 Expiry of Registration Rights

5.1 Protective Provisions

5.2 Shareholder Rights Plan

5.3 Standstill

5.4 Prohibition on Private Sale of Control

5.5 Additional Transfer Restrictions

5.6

Ownership Certificate

5.7 Confidentiality

5.8 Information Rights

5.9 Tax Matters.

5.10 Covenant to Seek Requisite Shareholder Approval

5.11 Covenant to Provide Notice of Voluntary Bankruptcy Event

ARTICLE 6 MISCELLANEOUS

6.1 Notices

6.2 Amendments and Waivers

6.3 Assignment

6.4 Successors and Assigns

6.5 Further Assurances

6.6 Right to Injunctive Relief

6.7 Counterparts

6.8 Liability of the Parent and the Issuer