Common use of Dissenting Shareholders Clause in Contracts

Dissenting Shareholders. 5.1 Notwithstanding Section 3.1 hereof, holders of Telferscot Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 of the CBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot Shareholders who duly exercise Dissent Rights with respect to their Telferscot Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot Shareholder and shall receive New Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 Shares and SpinCo7 Shares on the same basis as every other non-dissenting Telferscot Shareholder, and in no case shall Telferscot be required to recognize such person as holding Telferscot Shares on or after the Effective Date. 5.3 If a Telferscot Shareholder exercises the Dissent Right, Telferscot shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares that is attributable to the Telferscot Shares for which the Dissent Right has been exercised. If the dissenting Telferscot Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot shall distribute to such Telferscot Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares. If a Telferscot Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares attributable to such Telferscot Shareholder (collectively, the “Non-Distributed Shares”), and the Non-Distributed Shares shall be dealt with as determined by the board of directors of Telferscot in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section §3.1 hereof, holders of Telferscot True Zone Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 – 247 of the CBCA BCBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot True Zone Shareholders who duly exercise Dissent Rights with respect to their Telferscot True Zone Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot True Zone for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot True Zone Shareholder and shall receive New Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 Shares and SpinCo7 Patch, Frond, Oak, Moshi, Elm and Rocket Shares on the same basis as every other non-dissenting Telferscot True Zone Shareholder, and in no case shall Telferscot True Zone be required to recognize such person as holding Telferscot True Zone Shares on or after the Effective Date. 5.3 If a Telferscot True Zone Shareholder exercises the Dissent Right, Telferscot True Zone shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 SharesPatch, Distributed SpinCo2 SharesFrond, Distributed SpinCo3 SharesOak, Distributed SpinCo4 SharesMoshi, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares Elm and Distributed SpinCo7 Rocket Shares that is attributable to the Telferscot True Zone Shares for which the Dissent Right has been exercised. If the dissenting Telferscot True Zone Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot True Zone shall distribute to such Telferscot True Zone Shareholder his, her or its pro-pro- rata portion of the respective Distributed SpinCo1 SharesPatch, Distributed SpinCo2 SharesFrond, Distributed SpinCo3 SharesOak, Distributed SpinCo4 SharesMoshi, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares Elm and Distributed SpinCo7 Rocket Shares. If a Telferscot True Zone Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot True Zone shall retain the portion of the Distributed SpinCo1 SharesPatch, Distributed SpinCo2 SharesFrond, Distributed SpinCo3 SharesOak, Distributed SpinCo4 SharesMoshi, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares Elm and Distributed SpinCo7 Rocket Shares attributable to such Telferscot True Zone Shareholder (collectively, the “Non-Non- Distributed Patch, Frond, Oak, Moshi, Elm and Rocket Shares”), and the Non-Distributed Patch, Frond, Oak, Moshi, Elm and Rocket Shares shall be dealt with as determined by the board of directors of Telferscot True Zone in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section 3.1 hereof, holders of Telferscot Shares Each registered GLN Shareholder may exercise rights of dissent (the “"Dissent Right”Rights") in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 under Division 2 of Part 8 of the CBCA (collectivelyBCBCA, the “Dissent Procedures”). 5.2 Telferscot Interim Order and this Section 5.1 in connection with the Arrangement, provided that the written objection to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to and received by GLN at least two days before the GLN Meeting. GLN Shareholders who duly exercise such Dissent Rights with respect to their Telferscot Shares (“Dissenting Shares”) and who: (a) are ultimately determined to be entitled to be paid fair value by Exito for their Dissenting Shares, shall the GLN Shares in respect of which they have validly exercised Dissent Rights will be deemed to have irrevocably transferred their Dissenting such GLN Shares to Telferscot for cancellation immediately before the Effective DateExito (free and clear of all Encumbrances) pursuant to Section 3.1(a); or (b) for any reason are ultimately not entitled entitled, for any reason, to be paid fair value by Exito for their Dissenting Sharesthe GLN Shares in respect of which they have exercised Dissent Rights, shall will be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot Shareholder and shall receive New Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 holder of GLN Shares and SpinCo7 Shares on the same basis as every other non-dissenting Telferscot Shareholder, and to which Section 3.1(b) applies; but in no case shall Telferscot will GLN, Exito or any other person, including the Depositary, be required to recognize any Dissenting GLN Shareholder as a holder of GLN Shares or common shares of the Amalgamated Company after the completion of the steps set out in Section 3.1(a). Each Dissenting GLN Shareholder will cease to be entitled to the rights of a GLN Shareholder in respect of the GLN Shares or any rights to be a GLN Shareholder in respect of the Amalgamated Company in relation to which such person Dissenting GLN Shareholder has exercised Dissent Rights and the names of each Dissenting GLN Shareholder will be removed from the central securities register of GLN as holding Telferscot Shares of the commencement of the implementation of the Arrangement on or after the Effective Date. 5.3 If a Telferscot Shareholder exercises the Dissent Right. For greater certainty, Telferscot shall on the Effective Date set aside and not distribute that portion in addition to any other restriction under Section 242 of the Distributed SpinCo1 SharesBCBCA, Distributed SpinCo2 Sharesneither: (i) Warrantholders, Distributed SpinCo3 Sharesin any event, Distributed SpinCo4 Sharesnor (ii) GLN Shareholders who vote, Distributed SpinCo5 Sharesor who have instructed a proxyholder to vote, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares that is attributable to in favour of the Telferscot Shares for which the Dissent Right has been exercised. If the dissenting Telferscot Shareholder is ultimately not Arrangement Resolution; shall be entitled to be paid for their Dissenting Shares, Telferscot shall distribute to such Telferscot Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares. If a Telferscot Shareholder duly complies with the exercise Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares attributable to such Telferscot Shareholder (collectively, the “Non-Distributed Shares”), and the Non-Distributed Shares shall be dealt with as determined by the board of directors of Telferscot in its absolute discretionRights.

Dissenting Shareholders. 5.1 Notwithstanding Section 3.1 hereof, holders of Telferscot Shares 4.1 Each registered Renewables Shareholder may exercise rights of dissent (Dissent Rights with respect to the “Dissent Right”) Renewables Shares held by such registered Renewables Shareholder in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 of the CBCA (collectivelyCBCA, as modified by the “Dissent Procedures”). 5.2 Telferscot Interim Order and this Article 4. Dissenting Shareholders who duly exercise their Dissent Rights with shall be deemed to have transferred the Renewables Shares held by them and in respect of which Dissent Rights have been validly exercised to their Telferscot Shares (“Dissenting Shares”TransAlta free and clear of all Liens as provided in Section 3.1(a) and whoif they: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall Renewables Shares shall: (i) be deemed not to have transferred participated in the transactions in Section 3.1 hereof, other than the transaction in Subsection 3.1(a); (ii) be entitled to be paid an amount equal to such fair value by TransAlta; and (iii) not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such Dissenting Shareholders not exercised their Dissenting Shares to Telferscot for cancellation immediately before the Effective DateDissent Rights in respect of such Renewables Shares; or (b) for any reason are ultimately not entitled entitled, for any reason, to be paid fair value for their Dissenting Shares, Renewables Shares shall be deemed to have participated in the Arrangement Arrangement, as of the Effective Time, on the same basis as a non- dissenting Telferscot Shareholder and shall receive New Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 Shares and SpinCo7 Shares on the same basis as every other non-dissenting Telferscot Shareholder, and in holder of Renewables Shares who did not deposit with the Depositary a duly completed Letter of Transmittal prior to the Election Deadline. 4.2 The fair value of the Renewables Shares for the purposes of Subsection 4.1(a) shall be determined as of the close of business on the last Business Day before the day on which the Arrangement Resolution is approved by the Renewables Shareholders. 4.3 In no case event shall Telferscot TransAlta or Renewables be required to recognize such person any Dissenting Shareholder as holding Telferscot Shares on or a Renewables Shareholder after the Effective DateTime and the names of such holders shall be removed from the register of Renewables Shareholders as at the Effective Time. 5.3 If 4.4 For greater certainty, in addition to any other restrictions in section 190 of the CBCA, any Person who has voted (including by way of instructing a Telferscot proxy holder to vote) their Renewables Shares in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights (but only in respect of such Renewables Shares). In addition, a Dissenting Shareholder exercises may only exercise Dissent Rights in respect of all, and not less than all, of its Renewables Shares. 4.5 Notwithstanding subsection 190(5) of the Dissent RightCBCA, Telferscot shall the written notice setting forth such registered Renewables Shareholder’s objection to the Arrangement Resolution must be received in accordance with the Interim Order by no later than 5:00 p.m. (Calgary time) on the Effective Date set aside and not distribute that portion third Business Day immediately prior to the date of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares that is attributable to the Telferscot Shares for which the Dissent Right has been exercised. If the dissenting Telferscot Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot shall distribute to such Telferscot Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares. If a Telferscot Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares attributable to such Telferscot Shareholder (collectively, the “Non-Distributed Shares”), and the Non-Distributed Shares shall be dealt with as determined by the board of directors of Telferscot in its absolute discretionRenewables Meeting.

Dissenting Shareholders. 5.1 Notwithstanding Section §3.1 hereof, holders of Telferscot PUF Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 – 247 of the CBCA BCBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot PUF Shareholders who duly exercise Dissent Rights with respect to their Telferscot PUF Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot PUF for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- non-dissenting Telferscot PUF Shareholder and shall receive New Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 PUF Shares and SpinCo7 Natures Hemp Shares on the same basis as every other non-dissenting Telferscot PUF Shareholder, and in no case shall Telferscot PUF be required to recognize such person as holding Telferscot PUF Shares on or after the Effective Date. 5.3 If a Telferscot PUF Shareholder exercises the Dissent Right, Telferscot PUF shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Natures Hemp Shares that is attributable to the Telferscot PUF Shares for which the Dissent Right has been exercised. If the dissenting Telferscot PUF Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot PUF shall distribute to such Telferscot PUF Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Natures Hemp Shares. If a Telferscot PUF Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, then Telferscot PUF shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Natures Hemp Shares attributable to such Telferscot PUF Shareholder (collectively, the “Non-Distributed Shares”), and the Non-Distributed Shares shall be dealt with as determined by the board of directors of Telferscot PUF in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section §3.1 hereof, holders of Telferscot ▇▇▇▇▇▇▇▇▇ Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 – 247 of the CBCA BCBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot ▇▇▇▇▇▇▇▇▇ Shareholders who duly exercise Dissent Rights with respect to their Telferscot ▇▇▇▇▇▇▇▇▇ Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot ▇▇▇▇▇▇▇▇▇ for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot ▇▇▇▇▇▇▇▇▇ Shareholder and shall receive New Shares, SpinCo1 Acqua Shares, SpinCo2 Breosla Shares, SpinCo3 Forbairt Shares, SpinCo4 Laidineach Shares, SpinCo5 Saibhir Shares, SpinCo6 Shares and SpinCo7 Teaghlach Shares on the same basis as every other non-dissenting Telferscot ▇▇▇▇▇▇▇▇▇ Shareholder, and in no case shall Telferscot ▇▇▇▇▇▇▇▇▇ be required to recognize such person as holding Telferscot ▇▇▇▇▇▇▇▇▇ Shares on or after the Effective Date. 5.3 If a Telferscot ▇▇▇▇▇▇▇▇▇ Shareholder exercises the Dissent Right, Telferscot ▇▇▇▇▇▇▇▇▇ shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Subsidiary Shares that is attributable to the Telferscot ▇▇▇▇▇▇▇▇▇ Shares for which the Dissent Right has been exercised. If the dissenting Telferscot ▇▇▇▇▇▇▇▇▇ Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot ▇▇▇▇▇▇▇▇▇ shall distribute to such Telferscot ▇▇▇▇▇▇▇▇▇ Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Subsidiary Shares. If a Telferscot ▇▇▇▇▇▇▇▇▇ Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot ▇▇▇▇▇▇▇▇▇ shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Subsidiary Shares attributable to such Telferscot ▇▇▇▇▇▇▇▇▇ Shareholder (collectively, the “Non-Distributed Subsidiary Shares”), and the Non-Distributed Subsidiary Shares shall be dealt with as determined by the board of directors of Telferscot ▇▇▇▇▇▇▇▇▇ in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section 3.1 hereofUnless a Written Resolution has been executed by every Westbrick Shareholder, holders each registered holder of Telferscot Westbrick Shares may exercise rights of that has not executed a Written Resolution shall have the right to dissent (the “Dissent Right”) in connection with respect to the Arrangement pursuant to in accordance with section 191 of the ABCA, as modified by the Interim Order and in the manner set forth in section 190 this Article 5; provided that, notwithstanding subsection 191(5) of the CBCA (collectivelyABCA, the “Dissent Procedures”). 5.2 Telferscot Shareholders who duly written objection to the Arrangement Resolution referred to in subsection 191(5) of the ABCA must be received by ▇▇▇▇▇▇▇▇▇ from the Dissenting Shareholder not later than the Election Deadline. A Dissenting Shareholder may not exercise Dissent Rights with in respect of only a portion of the Westbrick Shares it holds, but may only exercise Dissent Rights in respect of all, and not less than all¸ of the Westbrick Shares it holds. A Dissenting Shareholder shall, at the Effective Time, cease to their Telferscot have any rights as a holder of Westbrick Shares (“Dissenting Shares”) and who: (a) are ultimately shall only be entitled to be paid the fair value for their of the holder’s Westbrick Shares (less any applicable withholdings). Only registered holders of Westbrick Shares can elect to be Dissenting SharesShareholders and such Dissenting Shareholders must dissent with respect to all Westbrick Shares held by the Dissenting Shareholder. Dissent Rights are not available to holders of Westbrick Options, Westbrick Amalco Options, Westbrick RSUs or Westbrick DSUs. Notwithstanding the provisions of section 191 of the ABCA, a Dissenting Shareholder who is entitled to be paid the fair value of the holder’s Westbrick Shares (less any applicable withholdings) shall be deemed to have transferred their Dissenting the holder’s Westbrick Shares to Telferscot Westbrick (free and clear of any and all Encumbrances) for cancellation immediately before at the Effective Date; or (b) Time. A Dissenting Shareholder who, for any reason are ultimately reason, is not entitled to be paid the fair value for their Dissenting of the holder’s Westbrick Shares, shall be deemed to have treated as if the holder had participated in the Arrangement on the same basis as a non- non-dissenting Telferscot Shareholder holder of Westbrick Shares and shall receive New Sharesthe consideration to which a Cash Electing Shareholder is entitled under the Arrangement, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 notwithstanding the provisions of section 191 of the ABCA. The fair value of the Westbrick Shares and SpinCo7 Shares shall be determined as of the close of business on the same basis as every other non-dissenting Telferscot Shareholder, and last Business Day before the day on which the Arrangement is approved by the Westbrick Shareholders pursuant to the Written Resolution; but in no case event shall Telferscot Purchaser or Westbrick Amalco be required to recognize such person Dissenting Shareholder as holding Telferscot Shares on or a shareholder of Westbrick Amalco after the Effective Date. 5.3 If Time and each Dissenting Shareholder will cease to be entitled to the rights of a Telferscot Westbrick Shareholder exercises in respect of the Westbrick Shares in relation to which such Dissenting Shareholder has exercised Dissent Right, Telferscot Rights and the name of such holder shall on be removed from the applicable Westbrick register of shareholders as at the Effective Date set aside Time to reflect that such former holder is no longer the holder of such Westbrick Shares as at and not distribute that portion from the Effective Time. For greater certainty, in addition to any other restrictions in section 191 of the Distributed SpinCo1 SharesABCA, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares that is attributable no Person who has executed a Written Resolution shall be entitled to dissent with respect to the Telferscot Shares for which the Dissent Right has been exercised. If the dissenting Telferscot Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot shall distribute to such Telferscot Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares. If a Telferscot Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares attributable to such Telferscot Shareholder (collectively, the “Non-Distributed Shares”), and the Non-Distributed Shares shall be dealt with as determined by the board of directors of Telferscot in its absolute discretionArrangement.

Dissenting Shareholders. 5.1 Notwithstanding Section §3.1 hereof, holders of Telferscot Petro Basin Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 185 of the CBCA OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order (collectively, the “Dissent Procedures”). 5.2 Telferscot Petro Basin Shareholders who duly exercise Dissent Rights with respect to their Telferscot Petro Basin Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot Petro Basin for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot Petro Basin Shareholder and shall receive New Shares, SpinCo1 Centennial Shares and Glenwood Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 Shares and SpinCo7 Shares on the same basis as every other non-dissenting Telferscot Petro Basin Shareholder, and in no case shall Telferscot Petro Basin be required to recognize such person as holding Telferscot Petro Basin Shares on or after the Effective Date. 5.3 If a Telferscot Petro Basin Shareholder exercises the Dissent Right, Telferscot Petro Basin shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Centennial Shares and Distributed SpinCo7 Glenwood Shares that is attributable to the Telferscot Petro Basin Shares for which the Dissent Right has been exercised. If the dissenting Telferscot Petro Basin Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot Petro Basin shall distribute to such Telferscot Petro Basin Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Centennial Shares and Distributed SpinCo7 Glenwood Shares. If a Telferscot Petro Basin Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot Petro Basin shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Centennial Shares and Distributed SpinCo7 Glenwood Shares attributable to such Telferscot Petro Basin Shareholder (collectively, the “Non-Distributed Shares”), and the Non-Distributed Shares shall be dealt with as determined by the board of directors of Telferscot Petro Basin in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section §3.1 hereof, holders of Telferscot NVG Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 – 247 of the CBCA BCBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot NVG Shareholders who duly exercise Dissent Rights with respect to their Telferscot NVG Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot NVG for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot NVG Shareholder and shall receive New Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 NVG Shares and SpinCo7 KPM Shares on the same basis as every other non-dissenting Telferscot NVG Shareholder, and in no case shall Telferscot NVG be required to recognize such person as holding Telferscot NVG Shares on or after the Effective Date. 5.3 If a Telferscot an NVG Shareholder exercises the Dissent Right, Telferscot NVG shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 KPM Shares that is attributable to the Telferscot NVG Shares for which the Dissent Right has been exercised. If the dissenting Telferscot NVG Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot NVG shall distribute to such Telferscot NVG Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 KPM Shares. If a Telferscot an NVG Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot NVG shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 KPM Shares attributable to such Telferscot NVG Shareholder (collectively, the “Non-Non- Distributed KPM Shares”), and the Non-Distributed KPM Shares shall be dealt with as determined by the board of directors of Telferscot NVG in its absolute discretion.

Dissenting Shareholders. ‌‌ 5.1 Notwithstanding Section 3.1 hereof, holders of Telferscot TGOD Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section Section 190 of the CBCA CBCA, as modified by the Interim Order, the Final Order and this Section 5.1 (collectively, the “Dissent Procedures”); provided that, notwithstanding subsection 190(5) of the CBCA, the written objection to the Arrangement Resolution referred to in subsection 190(5) of the CBCA must be received by TGOD not later than 5:00 p.m. (Vancouver time) two Business Days immediately preceding the date of the TGOD Meeting (as it may be adjourned or postponed from time to time). 5.2 Telferscot TGOD Shareholders who duly exercise Dissent Rights with respect to their Telferscot TGOD Shares (“Dissenting Shares”) and who: (a) are ultimately determined to be entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot TGOD for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot TGOD Shareholder and shall receive New Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 TGOD Shares and SpinCo7 Shares AcquiCo Unit Purchase Warrants, on the same basis as every other non-dissenting Telferscot TGOD Shareholder, and in no case shall Telferscot TGOD be required to recognize such person as holding Telferscot TGOD Shares on or after the Effective Date. 5.3 If a Telferscot TGOD Shareholder exercises the Dissent Right, Telferscot TGOD shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares AcquiCo Unit Purchase Warrants that is attributable to the Telferscot TGOD Shares for which the Dissent Right has been exercised. If the dissenting Telferscot TGOD Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot TGOD shall distribute to such Telferscot TGOD Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 SharesAcquiCo Unit Purchase Warrants. If a Telferscot TGOD Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot TGOD shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares AcquiCo Unit Purchase Warrants attributable to such Telferscot TGOD Shareholder (collectively, the “Non-Distributed SharesAcquiCo Unit Purchase Warrants”), and the Non-Distributed Shares AcquiCo Unit Purchase Warrants shall be dealt with as determined by the board of directors of Telferscot TGOD Board in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section §3.1 hereof, holders of Telferscot New Age Farm Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 – 247 of the CBCA BCBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot New Age Farm Shareholders who duly exercise Dissent Rights with respect to their Telferscot New Age Farm Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot New Age Farm for cancellation immediately before the Effective Share Distribution Record Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot New Age Farm Shareholder and shall receive New Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 Shares and SpinCo7 NHS Shares on the same basis as every other non-dissenting Telferscot New Age Farm Shareholder, and in no case shall Telferscot New Age Farm be required to recognize such person as holding Telferscot New Age Farm Shares on or after the Effective Share Distribution Record Date. 5.3 If a Telferscot New Age Farm Shareholder exercises the Dissent Right, Telferscot New Age Farm shall on the Effective Share Distribution Record Date set aside and not distribute that portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 NHS Shares that is attributable to the Telferscot New Age Farm Shares for which the Dissent Right has been exercised. If the dissenting Telferscot New Age Farm Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot New Age Farm shall distribute to such Telferscot New Age Farm Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 NHS Shares. If a Telferscot New Age Farm Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot New Age Farm shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 NHS Shares attributable to such Telferscot New Age Farm Shareholder (collectively, the “Non-Distributed Shares”), and the Non-Distributed Shares shall be dealt with as determined by the board of directors of Telferscot New Age Farm in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section §3.1 hereof, holders of Telferscot VEGN Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 – 247 of the CBCA BCBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot VEGN Shareholders who duly exercise Dissent Rights with respect to their Telferscot VEGN Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot Plant&Co for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- non-dissenting Telferscot VEGN Shareholder and shall receive New Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 VEGN Shares and SpinCo7 Spinco Shares on the same basis as every other non-dissenting Telferscot VEGN Shareholder, and in no case shall Telferscot Plant&Co be required to recognize such person as holding Telferscot VEGN Shares on or after the Effective Date. 5.3 If a Telferscot VEGN Shareholder exercises the Dissent Right, Telferscot Plant&Co shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Spinco Shares that is attributable to the Telferscot VEGN Shares for which the Dissent Right has been exercised. If the dissenting Telferscot VEGN Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot Plant&Co shall distribute to such Telferscot VEGN Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Spinco Shares. If a Telferscot VEGN Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, then Telferscot Plant&Co shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Spinco Shares attributable to such Telferscot VEGN Shareholder (collectively, the “Non-Non- Distributed Shares”), and the Non-Distributed Shares shall be dealt with as determined by the board of directors of Telferscot Plant&Co in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section §3.1 hereof, holders of Telferscot CLM Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 – 247 of the CBCA BCBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot CLM Shareholders who duly exercise Dissent Rights with respect to their Telferscot CLM Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot CLM for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- non-dissenting Telferscot CLM Shareholder and shall receive New Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 CLM Shares and SpinCo7 Spinco Shares on the same basis as every other non-dissenting Telferscot CLM Shareholder, and in no case shall Telferscot CLM be required to recognize such person as holding Telferscot CLM Shares on or after the Effective Date. 5.3 If a Telferscot CLM Shareholder exercises the Dissent Right, Telferscot CLM shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Spinco Shares that is attributable to the Telferscot CLM Shares for which the Dissent Right has been exercised. If the dissenting Telferscot CLM Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot CLM shall distribute to such Telferscot CLM Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Spinco Shares. If a Telferscot CLM Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, then Telferscot CLM shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Spinco Shares attributable to such Telferscot CLM Shareholder (collectively, the “Non-Distributed Shares”), and the Non-Distributed Shares shall be dealt with as determined by the board of directors of Telferscot CLM in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section §3.1 hereof, holders of Telferscot MOBIO Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 – 247 of the CBCA BCBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot MOBIO Shareholders who duly exercise Dissent Rights with respect to their Telferscot MOBIO Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot MOBIO for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- non-dissenting Telferscot MOBIO Shareholder and shall receive New Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 MOBIO Shares and SpinCo7 Subco Shares on the same basis as every other non-dissenting Telferscot MOBIO Shareholder, and in no case shall Telferscot MOBIO be required to recognize such person as holding Telferscot MOBIO Shares on or after the Effective Date. 5.3 If a Telferscot MOBIO Shareholder exercises the Dissent Right, Telferscot MOBIO shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Subco Shares that is attributable to the Telferscot MOBIO Shares for which the Dissent Right has been exercised. If the dissenting Telferscot MOBIO Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot MOBIO shall distribute to such Telferscot MOBIO Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Subco Shares. If a Telferscot MOBIO Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid fair value for their Dissenting Shares, then Telferscot MOBIO shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Subco Shares attributable to such Telferscot MOBIO Shareholder (collectively, the “Non-Non- Distributed Shares”), and the Non-Distributed Shares shall be dealt with as determined by the board of directors of Telferscot MOBIO in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section §3.1 hereof, holders of Telferscot Rockshield Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 to 247 of the CBCA Act (collectively, the “Dissent Procedures”). 5.2 Telferscot Rockshield Shareholders who duly exercise Dissent Rights with respect to their Telferscot Rockshield Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot Rockshield for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot Rockshield Shareholder and shall receive New Shares, SpinCo1 Acquico Shares and OppCo Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 Shares and SpinCo7 Shares on the same basis as every other non-dissenting Telferscot Rockshield Shareholder, and in no case shall Telferscot Rockshield be required to recognize such person as holding Telferscot Rockshield Shares on or after the Effective Date. 5.3 If a Telferscot Rockshield Shareholder exercises the Dissent Right, Telferscot Rockshield shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 AcquiCo Shares and /or the Distributed SpinCo7 OppCo Shares that is attributable to the Telferscot Rockshield Shares for which the Dissent Right has been exercised. If the dissenting Telferscot Rockshield Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot Rockshield shall distribute to such Telferscot Rockshield Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 AcquiCo Shares and /or the Distributed SpinCo7 OppCo Shares. If a Telferscot Rockshield Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot Rockshield shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 AcquiCo Shares and /or the Distributed SpinCo7 OppCo Shares attributable to such Telferscot Rockshield Shareholder (collectively, the “Non-Distributed Subsidiary Shares”), and the Non-Distributed Subsidiary Shares shall be dealt with as determined by the board of directors of Telferscot Rockshield in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section §3.1 hereof, holders of Telferscot 360 Capital Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 – 247 of the CBCA BCBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot 360 Capital Shareholders who duly exercise Dissent Rights with respect to their Telferscot 360 Capital Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot 360 Capital for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot 360 Capital Shareholder and shall receive New Shares and Atikin Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 CGSG Shares and SpinCo7 Plenus Shares on the same basis as every other non-dissenting Telferscot 360 Capital Shareholder, and in no case shall Telferscot 360 Capital be required to recognize such person as holding Telferscot 360 Capital Shares on or after the Effective Date. 5.3 If a Telferscot 360 Capital Shareholder exercises the Dissent Right, Telferscot 360 Capital shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 SharesAtikin, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares CGSG and Distributed SpinCo7 Plenus Shares that is attributable to the Telferscot 360 Capital Shares for which the Dissent Right has been exercised. If the dissenting Telferscot 360 Capital Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot 360 Capital shall distribute to such Telferscot 360 Capital Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 SharesAtikin, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares CGSG and Distributed SpinCo7 Plenus Shares. If a Telferscot 360 Capital Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot 360 Capital shall retain the portion of the Distributed SpinCo1 SharesAtikin, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares CGSG and Distributed SpinCo7 Plenus Shares attributable to such Telferscot 360 Capital Shareholder (collectively, the “Non-Distributed Atikin, CGSG and Plenus Shares”), and the Non-Distributed Atikin, CGSG and Plenus Shares shall be dealt with as determined by the board of directors of Telferscot 360 Capital in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section §3.1 hereof, holders of Telferscot Tulox Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 – 247 of the CBCA BCBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot Tulox Shareholders who duly exercise Dissent Rights with respect to their Telferscot Tulox Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot Tulox for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot Tulox Shareholder and shall receive New Shares and CDP Shares, SpinCo1 GBS Shares, SpinCo2 MSM Shares, SpinCo3 MSS Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 THOM Shares and SpinCo7 TRED Shares on the same basis as every other non-dissenting Telferscot Tulox Shareholder, and in no case shall Telferscot Tulox be required to recognize such person as holding Telferscot Tulox Shares on or after the Effective Date. 5.3 If a Telferscot Tulox Shareholder exercises the Dissent Right, Telferscot Tulox shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 SharesCDP, Distributed SpinCo2 SharesGBS, Distributed SpinCo3 SharesMSM, Distributed SpinCo4 SharesMSS, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares THOM and Distributed SpinCo7 TRED Shares that is attributable to the Telferscot Tulox Shares for which the Dissent Right has been exercised. If the dissenting Telferscot Tulox Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot Tulox shall distribute to such Telferscot Tulox Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 SharesCDP, Distributed SpinCo2 SharesGBS, Distributed SpinCo3 SharesMSM, Distributed SpinCo4 SharesMSS, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares THOM and Distributed SpinCo7 TRED Shares. If a Telferscot Tulox Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot Tulox shall retain the portion of the Distributed SpinCo1 SharesCDP, Distributed SpinCo2 SharesGBS, Distributed SpinCo3 SharesMSM, Distributed SpinCo4 SharesMSS, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares THOM and Distributed SpinCo7 TRED Shares attributable to such Telferscot Tulox Shareholder (collectively, the “Non-Distributed CDP, GBS, MSM, MSS, THOM and TRED Shares”), and the Non-Distributed CDP, GBS, MSM, MSS, THOM and TRED Shares shall be dealt with as determined by the board of directors of Telferscot Tulox in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section §3.1 hereof, holders of Telferscot Newlox Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 – 247 of the CBCA BCBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot Newlox Shareholders who duly exercise Dissent Rights with respect to their Telferscot Newlox Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot Newlox for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot Newlox Shareholder and shall receive New Shares and MN Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 Carnelian Shares and SpinCo7 Sor Shares on the same basis as every other non-dissenting Telferscot Newlox Shareholder, and in no case shall Telferscot Newlox be required to recognize such person as holding Telferscot Newlox Shares on or after the Effective Date. 5.3 If a Telferscot Newlox Shareholder exercises the Dissent Right, Telferscot Newlox shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 SharesMN, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares Carnelian and Distributed SpinCo7 Sor Shares that is attributable to the Telferscot Newlox Shares for which the Dissent Right has been exercised. If the dissenting Telferscot Newlox Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot Newlox shall distribute to such Telferscot Newlox Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares. If a Telferscot Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares attributable to such Telferscot Shareholder (collectively, the “Non-Distributed Shares”), and the Non-Distributed Shares shall be dealt with as determined by the board of directors of Telferscot in its absolute discretion.MN,

Dissenting Shareholders. 5.1 Notwithstanding Section Article 3.1 hereof, holders of Telferscot Zenith Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 – 247 of the CBCA BCBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot Zenith Shareholders who duly exercise Dissent Rights with respect to their Telferscot Zenith Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot Zenith for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot Zenith Shareholder and shall receive New Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 Shares and SpinCo7 High Point Shares and Top Exploration Shares on the same basis as every other non-dissenting Telferscot Zenith Shareholder, and in no case shall Telferscot Zenith be required to recognize such person as holding Telferscot Zenith Shares on or after the Effective Date. 5.3 If a Telferscot Zenith Shareholder exercises the Dissent Right, Telferscot Zenith shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares High Point and Distributed SpinCo7 Top Exploration Shares that is attributable to the Telferscot Zenith Shares for which the Dissent Right has been exercised. If the dissenting Telferscot Zenith Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot Zenith shall distribute to such Telferscot Zenith Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares High Point and Distributed SpinCo7 Top Exploration Shares. If a Telferscot Zenith Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot Zenith shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares High Point and Distributed SpinCo7 Top Exploration Shares attributable to such Telferscot Zenith Shareholder (collectively, the “Non-Distributed High Point and Top Exploration Shares”), and the Non-Distributed High Point and Top Exploration Shares shall be dealt with as determined by the board of directors of Telferscot Zenith in its absolute discretion.

Dissenting Shareholders. 5.1 Notwithstanding Section 3.1 hereof, holders of Telferscot Aurwest Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 190 sections 237 to 247 of the CBCA BCBCA (collectively, the “Dissent Procedures”). 5.2 Telferscot Aurwest Shareholders who duly exercise Dissent Rights with respect to their Telferscot Aurwest Shares (“Dissenting Shares”) and who: (a) are ultimately entitled to be paid fair value for their Dissenting Shares, shall be deemed to have transferred their Dissenting Shares to Telferscot Aurwest for cancellation immediately before the Effective Date; or (b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non- dissenting Telferscot Aurwest Shareholder and shall receive New Shares, Stellar Stars SpinCo Shares, SpinCo1 Shares, SpinCo2 Shares, SpinCo3 Shares, SpinCo4 Shares, SpinCo5 Shares, SpinCo6 Shares and SpinCo7 SpinCo5 Shares on the same basis as every other non-dissenting Telferscot Aurwest Shareholder, and in no case shall Telferscot Aurwest be required to recognize such person as holding Telferscot Aurwest Shares on or after the Effective Date. 5.3 If a Telferscot Aurwest Shareholder exercises the Dissent Right, Telferscot Aurwest shall on the Effective Date set aside and not distribute that portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares that is attributable to the Telferscot Aurwest Shares for which the Dissent Right has been exercised. If the dissenting Telferscot Aurwest Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Telferscot Aurwest shall distribute to such Telferscot Aurwest Shareholder his, her or its pro-rata portion of the respective Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares. If a Telferscot Aurwest Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Telferscot Aurwest shall retain the portion of the Distributed SpinCo1 Shares, Distributed SpinCo2 Shares, Distributed SpinCo3 Shares, Distributed SpinCo4 Shares, Distributed SpinCo5 Shares, Distributed SpinCo6 Shares and Distributed SpinCo7 Shares attributable to such Telferscot Aurwest Shareholder (collectively, the “Non-Distributed Shares”), and the Non-Distributed Shares shall be dealt with as determined by the board of directors of Telferscot Aurwest in its absolute discretion.