Common use of Exercise Notice Clause in Contracts

Exercise Notice. (a) If the Investor wishes to exercise the Participation Right or the Top-up Right, the Investor shall give written notice to the Company (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Securities or Top-up Shares the Investor wishes to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The Investor shall deliver an Exercise Notice to subscribe to the Offering or issuance of Top-up Shares, within five Business Days after the date of receipt of an Offering Notice, Top- up Notice or Upsize Notice, as applicable, or in the case of a public offering that is a Bought Deal, within three Business Days of receipt of an Offering Notice or Upsize Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right or the Top-up Right in respect of such Offering, Issuance or issuance of Top-up Shares. (b) If the Company at any time proposes to increase the number of any Offered Securities to be issued in an Offering it shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe for its pro rata share of the additional Offered Securities (the “Upsize Option”). The Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the Company. If no new Exercise Notice is delivered by the Investor to the Company within one Business Day of receipt by the Investor of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Offering Notice shall continue in full force and effect.

Exercise Notice. (a) If the Investor wishes to exercise the Participation Right or the Top-up Right, the Investor shall give written notice to the Company (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Securities or Top-up Shares the Investor wishes to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The Investor shall deliver an Exercise Notice to subscribe to the Offering Offering, Issuance or issuance of Top-up Shares, within five Business Days after the date of receipt of an Offering Notice, Top- Top-up Notice or Upsize Notice, as applicable, or in the case of a public offering that is a Bought Deal, within three two Business Days of receipt of an Offering Notice or Upsize Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right or the Top-up Right in respect of such Offering, Issuance or issuance of Top-up Shares. (b) If the Company at any time proposes to increase the number of any Offered Securities to be issued in an the Offering it shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe for its pro rata share of the additional Offered Securities (the “Upsize Option”). The Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the Company. If no new Exercise Notice is delivered by the Investor to the Company within one Business Day of receipt by the Investor of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Offering Notice shall continue in full force and effect.

Exercise Notice. (a) If the Investor wishes to exercise the Participation Right or the Top-up Right, the Investor shall give written notice to the Company Issuer (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Common Shares, Subject Securities or Top-up Shares that the Investor wishes to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The Investor shall deliver an Exercise Notice to subscribe to the Subsequent Offering or issuance of Top-up Shares, within five Business Days after the date of receipt of an Offering Notice, Top- up Notice or Upsize Notice, as applicable, or (with such period being reduced to two Business Days in the case of a public offering that is a Bought Deal, within three Business Days bought deal provided an Investor Nominee has been appointed to the Board and the Board has been advised of receipt of an Offering Notice or Upsize Notice such bought deal offering prior to the bought deal offering being presented to the Board for approval) (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right or the Top-up Right in respect of such Subsequent Offering and any rights that the Investor may have had to subscribe for any of the Common Shares or Subject Securities shall be extinguished in respect of such Subsequent Offering, Issuance or issuance of Top-up Shares. (b) Each Exercise Notice shall constitute a binding agreement by the Investor to subscribe for and take up, and by the Issuer to issue and sell to the Investor, the number of Common Shares, Subject Securities or Top-up Shares, as applicable, that the Investor agrees to subscribe for in its Exercise Notice. (i) If the Company Issuer at any time proposes to increase the number of any Offered Common Shares or Subject Securities to be issued in an Offering it the Subsequent Offering, the Issuer shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe for its pro rata share of the additional Offered Common Shares or Subject Securities (the “Upsize Option”). The Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the CompanyIssuer. If no new Exercise Notice is delivered by the Investor to the Company Issuer within one two Business Day Days of receipt by the Investor of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Subsequent Offering Notice shall continue in full force and effect. (ii) If for any reason the number of Common Shares or Subject Securities to be issued in the Subsequent Offering is reduced or otherwise less than the number of Common Shares or Subject Securities set out in the Offering Notice, the Issuer shall provide written notice to the Investor (the “Downsize Notice”) confirming the new number of Common Shares or Subject Securities of the Subsequent Offering and the corresponding pro rata reduction of the entitlement of the Investor to participate in the Subsequent Offering (the “Downsized Entitlement”). Following delivery of the Downsize Notice, the Exercise Notice and the Downsize Notice, shall together constitute a binding agreement by the Investor to subscriber to and take up, and by the Issuer to issue and sell to the Investor the number of Common Shares or Subject Securities equal to the Downsized Entitlement and the Investor will be entitled to a refund (to be paid to the Investor within two Business Days of completion of the Subsequent Offering) to the extent that it has already remitted funds to the Issuer in payment in connection with such Subsequent Offering. (c) An Exercise Notice delivered by the Investor shall not include any conditions not set forth in the Subsequent Offering Notice or Top-up Notice, as applicable, and to the extent the Investor includes any such conditions or otherwise makes its exercise of the Participation Right or Top-up Right conditional on the occurrence of any event, fact or circumstance, such Exercise Notice shall be null and void and deemed to have not been given for purposes of this Article 3.

Exercise Notice. (a) If the an Investor wishes to exercise the its Participation Right or the its Top-up Right, the such Investor shall give written notice to the Company Corporation (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Securities or Top-up Shares the that such Investor wishes to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The applicable Investor shall deliver an Exercise Notice to subscribe to: (i) an Offering (other than in connection with a public offering that is a bought deal), within five Business Days after the date of receipt of an Offering Notice; (ii) subject to Section 4.6(d), an Offering that is a bought deal, within two Business Days after the date of receipt of an Offering Notice; or (iii) subject to Section 4.5(d), the issuance of Top-up Shares, within five Business Days after the date of receipt of an Offering Notice, Top- a Top-up Notice or Upsize Notice, as applicable, or in the case of a public offering that is a Bought Deal, within three Business Days of receipt of an Offering Notice or Upsize Notice (the “Notice Period”), failing which the such Investor will not be entitled to exercise the Participation Right or the Top-up Right in respect of such Offering, Issuance Offering or issuance of Top-up Shares, as applicable, and any rights that such Investor may have had to subscribe for any of the Offered Securities or Top-up Shares, as applicable, shall be extinguished, in respect of such Offering or issuance of Top-up Shares. For the avoidance of doubt, an Investor is not entitled to exercise its Participation Right in connection with any Offering in respect of which it has delivered a Piggyback Registration Notice. (b) Each Exercise Notice shall constitute a binding agreement by the applicable Investor to subscribe for and take up, and by the Corporation to issue and sell to such Investor, the number of Offered Securities or Top-up Shares, as applicable, that such Investor agrees to subscribe for in its Exercise Notice. (c) If the Company Corporation at any time proposes to increase the number of any Offered Securities to be issued in an Offering it Offering, the Corporation shall, by notice in writing delivered to the applicable Investor (the “Upsize Notice”), give the such Investor the option to subscribe for its pro rata share of the additional Offered Securities (the “Upsize Option”). The Subject to Section 4.6(d), the applicable Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the CompanyCorporation. If no new Exercise Notice is delivered by the such Investor to the Company Corporation within one Business Day six hours of receipt by the such Investor of the Upsize Notice, the Exercise Notice of the such Investor delivered in respect of the original Offering Notice shall continue in full force and effecteffect and the Investor rights in Section 4.6(d) shall become applicable. (d) If for any reason the number of Offered Securities to be issued in an Offering is reduced or otherwise less than the number of Offered Securities set out in the Offering Notice, the Corporation shall provide written notice to the applicable Investor (the “Downsize Notice”) confirming the new number of Offered Securities of the Offering and the corresponding pro rata reduction of the entitlement of such Investor to participate in the Offering (the “Downsized Entitlement”); provided that no such reduction shall be made to the extent that such reduction would result in a reduction of the Ownership Percentage or the percentage ownership interest of such Investor calculated on a Fully-Diluted Basis following completion of such Offering. Following delivery of the Downsize Notice, the Exercise Notice and the Downsize Notice shall together constitute a binding agreement by such Investor to subscribe for and take up, and by the Corporation to issue and sell to such Investor, the number of Offered Securities equal to the Downsized Entitlement and such Investor shall be entitled to a refund (to be paid to such Investor within two Business Days of completion of the Offering) to the extent that it has already remitted funds to the Corporation in payment in connection with such Offering.

Exercise Notice. (a) If the Investor wishes to exercise the Participation Right or the Top-up Right, the Investor shall give give, following receipt of an Offering Notice or a Top-up Notice, as the case may be, written notice to the Company (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Securities or Top-up Shares that the Investor wishes to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The . (b) With respect to an Offering, the Investor shall deliver an Exercise Notice to subscribe to the an Offering or issuance of Top-up Shares, within five Business Days after the date of receipt of an Offering Notice, Top- up Notice or Upsize Notice, as applicable, or in the case of a public offering that is a Bought Dealbought deal or other expedited form of offering, within three two Business Days of receipt of an Offering Notice or Upsize Notice (in each case, the “Participation Right Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right or in respect of such Offering and any rights that the Investor may have had to subscribe for any of the Offered Securities shall be extinguished in respect of such Offering. (c) With respect to a Top-up Offering, the Investor shall deliver an Exercise Notice to subscribe to a Top-Up Offering within 10 Business Days after the date of receipt of a Top-up Notice, failing which the Investor will not be entitled to exercise the Top-up Right in respect of the Dilutive Issuances set forth in the Top-up Notice and any rights that the Investor may have had to subscribe for any Top-up Shares issuable in relation to such OfferingDilutive Issuances shall be extinguished. The Company and the Investor shall in accordance with the provisions of this ARTICLE 3, Issuance or issuance promptly, and in any event within 10 days of the date on which the relevant Exercise Notice is delivered with respect to a Top-up Notice, complete an offering of the number of Top-up SharesShares that the Investor wishes to subscribe for pursuant to the Top-up Right, as specified in the Exercise Notice, at an offering price per Top-up Share determined pursuant to Section 3.6(b) (each, a “Top-up Offering”). (bd) Each Exercise Notice shall constitute a binding agreement by the Investor to subscribe for and take up, and by the Company to issue and sell to the Investor, the number of Offered Securities or Top-up Shares, as applicable, that the Investor agrees to subscribe for in its Exercise Notice. In respect of an Offering: (i) If the Company at any time proposes to increase the number of any Offered Securities to be issued in an Offering it the Offering, the Company shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe for its pro rata share of the additional Offered Securities (the “Upsize Option”). The Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the Company. If no new Exercise Notice is delivered by the Investor to the Company within one Business Day 24 hours of receipt by the Investor of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Offering Notice shall continue in full force and effect. (ii) If for any reason the number of Offered Securities to be issued in the Offering is reduced or otherwise less than the number of Offered Securities set out in the Offering Notice, the Company shall provide written notice to the Investor (the “Downsize Notice”) confirming the new number of Offered Securities of the Offering and the corresponding pro rata reduction of the entitlement of the Investor to participate in the Offering (the “Downsized Entitlement”); provided that no such reduction shall be made to the extent that such reduction would result in a reduction of the percentage ownership interest of the Investor following completion of such Offering. Following delivery of the Downsize Notice, the Exercise Notice and the Downsize Notice shall together constitute a binding agreement by the Investor to subscribe for and take up, and by the Company to issue and sell to the Investor, the number of Offered Securities equal to the Downsized Entitlement and the Investor will be entitled to a refund (to be paid to the Investor within two Business Days of completion of the Offering) to the extent that it has already remitted funds to the Company in payment in connection with such Offering. (e) If the Company has not issued the Offered Securities in connection with an Offering within 90 days of the expiry of the relevant Participation Right Notice Period, the Company shall not thereafter proceed with such Offering without providing the Investor with a new Offering Notice and further opportunity to deliver an Exercise Notice in respect of such Offering.

Exercise Notice. (a) If the Investor Vendor wishes to exercise the Participation Right or the TopPre-up Emptive Right, the Investor Vendor shall give written notice to the Company Corporation (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Securities or Top-up Shares the Investor Vendor wishes to subscribe for and purchase pursuant to the Participation Right or the TopPre-up Emptive Right, as applicable. The Investor Vendor shall deliver an Exercise Notice to subscribe to the Offering or issuance of Top-up SharesOffering, within five Business Days after the date of receipt of an Offering Notice, Top- up Notice or Upsize Notice, as applicable, or in the case of a public offering that is a Bought Deal, within three Business Days of receipt of an Offering Notice or Upsize Notice (the “Notice Period”), failing which the Investor Vendor will not be entitled to exercise the Participation Right or the TopPre-up Emptive Right in respect of such Offering, Issuance Offering or issuance of Top-up SharesIssuance. (b) If the Company Corporation at any time proposes to increase the number of any Offered Securities to be issued in an Offering it shall, by notice in writing delivered shall deliver a revised Offering Notice pursuant to the Investor Section 2.1 (the “Upsize Notice”), give giving the Investor Vendor the option to subscribe for its pro rata share such number of the additional Offered Securities as shall allow the Vendor to maintain its Percentage Entitlement upon completion of the Offering in accordance with the principles and calculations set forth in Section 2.2 (the “Upsize Option”). The Investor Vendor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the CompanyCorporation. If no new Exercise Notice is delivered by the Investor Vendor to the Company Corporation within one two Business Day Days of receipt by the Investor Vendor of the Upsize Notice, the Exercise Notice of the Investor Vendor delivered in respect of the original Offering Notice shall continue in full force and effect.

Exercise Notice. (a) If the Investor wishes to exercise the Participation Right or the Top-up Right, the Investor shall give give, following receipt of an Offering Notice or a Top-up Notice, as the case may be, written notice to the Company (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Securities or Top-up Shares that the Investor wishes to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The . (b) With respect to an Offering, the Investor shall deliver an Exercise Notice to subscribe to the an Offering or issuance of Top-up Shares, within five Business Days after the date of receipt of an Offering Notice, Top- up Notice or Upsize Notice, as applicable, or in the case of a public offering that is a Bought Dealbought deal or other expedited form of offering, within three two Business Days of receipt of an Offering Notice or Upsize Notice (in each case, the “Participation Right Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right or in respect of such Offering and any rights that the Investor may have had to subscribe for any of the Offered Securities shall be extinguished in respect of such Offering. (c) With respect to a Top-up Offering, the Investor shall deliver an Exercise Notice to subscribe to a Top-Up Offering within 10 Business Days after the date of receipt of a Top-up Notice, failing which the Investor will not be entitled to exercise the Top-up Right in respect of the Dilutive Issuances set forth in the Top-up Notice and any rights that the Investor may have had to subscribe for any Top-up Shares issuable in relation to such OfferingDilutive Issuances shall be extinguished. The Company and the Investor shall in accordance with the provisions of this ARTICLE 3, Issuance or issuance promptly, and in any event within 10 days of the date on which the relevant Exercise Notice is delivered with respect to a Top-up Notice, complete an offering of the number of Top-up SharesShares that the Investor wishes to subscribe for pursuant to the Top-up Right, as specified in the Exercise Notice, at an offering price per Top-up Share determined pursuant to Section 3.6(b) (each, a “Top-up Offering”). (bd) Each Exercise Notice shall constitute a binding agreement by the Investor to subscribe for and take up, and by the Company to issue and sell to the Investor, the number of Offered Securities or Top- up Shares, as applicable, that the Investor agrees to subscribe for in its Exercise Notice. In respect of an Offering: (i) If the Company at any time proposes to increase the number of any Offered Securities to be issued in an Offering it the Offering, the Company shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe for its pro rata share of the additional Offered Securities (the “Upsize Option”). The Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the Company. If no new Exercise Notice is delivered by the Investor to the Company within one Business Day 24 hours of receipt by the Investor of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Offering Notice shall continue in full force and effect. (ii) If for any reason the number of Offered Securities to be issued in the Offering is reduced or otherwise less than the number of Offered Securities set out in the Offering Notice, the Company shall provide written notice to the Investor (the “Downsize Notice”) confirming the new number of Offered Securities of the Offering and the corresponding pro rata reduction of the entitlement of the Investor to participate in the Offering (the “Downsized Entitlement”); provided that no such reduction shall be made to the extent that such reduction would result in a reduction of the percentage ownership interest of the Investor following completion of such Offering. Following delivery of the Downsize Notice, the Exercise Notice and the Downsize Notice shall together constitute a binding agreement by the Investor to subscribe for and take up, and by the Company to issue and sell to the Investor, the number of Offered Securities equal to the Downsized Entitlement and the Investor will be entitled to a refund (to be paid to the Investor within two Business Days of completion of the Offering) to the extent that it has already remitted funds to the Company in payment in connection with such Offering. (e) If the Company has not issued the Offered Securities in connection with an Offering within 90 days of the expiry of the relevant Participation Right Notice Period, the Company shall not thereafter proceed with such Offering without providing the Investor with a new Offering Notice and further opportunity to deliver an Exercise Notice in respect of such Offering.

Exercise Notice. (a) If the Investor wishes to exercise the Participation Right, the Shareholding Increase Right, the Non-Cash Transaction Subscription Right or the Top-up Right, as applicable, the Investor shall give written notice to the Company (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Equity Securities or Top-up Shares that the Investor wishes to subscribe for and purchase pursuant to the Participation Right Right, the Shareholding Increase Right, the Non-Cash Transaction Subscription Right, or the Top-up Right, as applicable. The Investor shall deliver an Exercise Notice to subscribe to the Offering Offering, Issuance or issuance of Top-up Shares, Shares within five Business Days after the date of receipt of an Offering Notice, Top- up a Non-Cash Transaction Notice or Upsize a Top-up Notice, as applicable, or in the case of a public offering that is a Bought Dealbought deal, within three two Business Days of receipt of an Offering Notice or Upsize Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right Right, the Shareholding Increase Right, the Non-Cash Transaction Subscription Right, or the Top-up Right in respect of such Offering, Issuance or issuance of Top-up Shares and any rights that the Investor may have had to subscribe for any of the Equity Securities or Top-up Shares, as applicable, shall be extinguished, in respect of such Offering, Issuance or issuance of Top-up Shares. (b) Each Exercise Notice shall constitute a binding agreement by the Investor to subscribe for and take up, and by the Company to issue and sell to the Investor, the number of Equity Securities or Top-up Shares, as applicable, that the Investor agrees to subscribe for in its Exercise Notice. (i) If the Company at any time proposes to increase the number of any Offered Equity Securities to be issued in an Offering it the Offering, the Company shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe for its pro rata share of the additional Offered Equity Securities (the “Upsize Option”). The Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the Company. If no new Exercise Notice is delivered by the Investor to the Company within one Business Day 24 hours of receipt by the Investor of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Offering Notice shall continue in full force and effect. (ii) If for any reason the number of Equity Securities to be issued in the Offering is reduced or otherwise less than the number of Equity Securities set out in the Offering Notice, the Company shall provide written notice to the Investor (the “Downsize Notice”) confirming the new number of Equity Securities of the Offering and the corresponding pro rata reduction of the entitlement of the Investor to participate in the Offering (the “Downsized Entitlement”); provided that no such reduction shall be made to the extent that such reduction would result in a reduction of the percentage ownership interest of the Investor following completion of such Offering. Following delivery of the Downsize Notice, the Exercise Notice and the Downsize Notice, shall together constitute a binding agreement by the Investor to subscriber to and take up, and by the Company to issue and sell to the Investor the number of Equity Securities equal to the Downsized Entitlement and the Investor will be entitled to a refund (to be paid to the Investor within two Business Days of completion of the Offering) to the extent that it has already remitted funds to the Company in payment in connection with such Offering.

Exercise Notice. (a) If the Investor wishes to exercise the Participation Right or the Top-up Right, the Investor shall give written notice to the Company (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Securities or Top-up Shares the Investor wishes to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The Investor shall deliver an Exercise Notice to subscribe to the Offering or issuance of Top-up Shares, within five Business Days after the date of receipt of an Offering Notice, Top- Top-up Notice or Upsize Notice, as applicable, or in the case of a public offering that is a Bought Deal, within three two Business Days of receipt of an Offering Notice or Upsize Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right or the Top-up Right in respect of such Offering, Issuance or issuance of Top-up Shares. In the case of an Offering that is a Bought Deal public offering, the Investor may elect (by providing notice to the Company in accordance with the time periods set out in this Section 3.4(a)) to purchase the securities being issued under the Offering pursuant to a concurrent private placement, subject to Applicable Laws. (b) If the Company at any time proposes to increase the number of any Offered Securities to be issued in an Offering it shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe for its pro rata share of the additional Offered Securities (the “Upsize Option”). The Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the Company. If no new Exercise Notice is delivered by the Investor to the Company within one Business Day of receipt by the Investor of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Offering Notice shall continue in full force and effect.

Exercise Notice. (a) If the Investor wishes to exercise the its Participation Right or the Top-up Right, the Investor shall give written notice to the Company (the “"Exercise Notice”") of its intention to exercise such right and of the number of Offered Offering Securities or Top-up Shares that the Investor wishes to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The Investor shall deliver an Exercise Notice to subscribe to the an Offering or issuance of Top-up Shares, within five three Business Days after the date of receipt of an Offering Notice, Top- up Notice or Upsize Notice, as applicable, or in the case of a public offering that is a Bought Deal, within three Business Days of receipt of an Offering Notice or Upsize Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right or in respect of such Offering and any rights that the Top-up Right Investor may have had to subscribe for any of the Offering Securities shall be extinguished, in respect of such Offering, Issuance or issuance of Top-up Shares. (b) Each Exercise Notice, together with the Offering Notice, shall constitute a binding agreement by the Investor to subscribe for and take up, and by the Company to issue and sell to the Investor, the number of Offering Securities that the Investor agrees to subscribe for in its Exercise Notice. (c) If the Company at any time proposes to increase the number of any Offered Offering Securities to be issued in an Offering it Offering, the Company shall, by notice in writing delivered to the Investor (the “"Upsize Notice”"), give the Investor the option to subscribe for its pro rata share of the additional Offered Offering Securities (the “"Upsize Option”"). The Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the Company. If no new Exercise Notice is delivered by the Investor to the Company within one Business Day 24 hours of receipt by the Investor of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Offering Notice shall continue in full force and effect. (d) If for any reason the number of Offering Securities to be issued in an Offering is reduced or otherwise less than the number of Offering Securities set out in the Offering Notice, the Company shall provide written notice to the Investor (the "Downsize Notice") confirming the new number of Offering Securities in the Offering and the corresponding pro rata reduction of the entitlement of the Investor to participate in the Offering (the "Downsized Entitlement"); provided that no such reduction shall be made to the extent that such reduction would result in a reduction of the Ownership Percentage or the percentage ownership interest of the Investor calculated on a Fully-Diluted Basis following completion of such Offering. Following delivery of the Downsize Notice, the Exercise Notice and the Downsize Notice shall together constitute a binding agreement by the Investor to subscribe for and take up, and by the Company to issue and sell to the Investor, the number of Offering Securities equal to the Downsized Entitlement and the Investor shall be entitled to a refund (to be paid to the Investor within two Business Days of receipt of the Downsize Notice) to the extent that it has already remitted funds to the Company in payment in connection with such Offering.

Exercise Notice. (a) If the Investor wishes to exercise the Participation Right or the Top-up Right, the Investor shall give written notice to the Company Corporation (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Securities or Top-up Shares that the Investor wishes to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The Investor shall deliver an Exercise Notice to subscribe to the Offering Offering, Issuance or issuance of Top-up Shares, Shares within five Business Days after the date of receipt of an Offering Notice, Top- up Notice or Upsize Top-up Notice, as applicable, or in the case of a public offering that is a Bought Dealbought deal, within three two Business Days of receipt of an Offering Notice or Upsize Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right or the Top-up Right in respect of such Offering, Issuance or issuance of Top-up Shares and any rights that the Investor may have had to subscribe for any of the Offered Securities or Top-up Shares, as applicable, shall be extinguished, in respect of such Offering, Issuance or issuance of Top-up Shares. (b) Each Exercise Notice shall constitute a binding agreement by the Investor to subscribe for and take up, and by the Corporation to issue and sell to the Investor, the number of Offered Securities or Top-up Shares, as applicable, that the Investor agrees to subscribe for in its Exercise Notice. (i) If the Company Corporation at any time proposes to increase the number of any Offered Securities to be issued in an Offering it the Offering, the Corporation shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe for its pro rata share of the additional Offered Securities (the “Upsize Option”). The Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the CompanyCorporation. If no new Exercise Notice is delivered by the Investor to the Company Corporation within one Business Day 24 hours of receipt by the Investor of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Offering Notice shall continue in full force and effect. ​ (ii) If for any reason the number of Offered Securities to be issued in the Offering is reduced or otherwise less than the number of Offered Securities set out in the Offering Notice, the Corporation shall provide written notice to the Investor (the “Downsize Notice”) confirming the new number of Offered Securities of the Offering and the corresponding pro rata reduction of the entitlement of the Investor to participate in the Offering (the “Downsized Entitlement”); provided that no such reduction shall be made to the extent that such reduction would result in a reduction of the percentage ownership interest of the Investor following completion of such Offering. Following delivery of the Downsize Notice, the Exercise Notice and the Downsize Notice, shall together constitute a binding agreement by the Investor to subscriber to and take up, and by the Corporation to issue and sell to the Investor the number of Offered Securities equal to the Downsized Entitlement and the Investor will be entitled to a refund (to be paid to the Investor within two Business Days of completion of the Offering) to the extent that it has already remitted funds to the Corporation in payment in connection with such Offering.

Exercise Notice. (a) If the Investor wishes to The Company may exercise the Participation Right or Purchase Option only by delivery of a notice in the Top-up Right, the Investor shall give written notice to the Company form attached hereto as Exhibit 1 (the “Purchase Option Exercise Notice”) during the Purchase Option Period. The Purchase Option Exercise Notice shall be delivered on a Business Day to Holdings and the Symphony Collaboration and shall be irrevocable once delivered. The date on which the Purchase Option Exercise Notice is first delivered to Holdings and the Symphony Collaboration is referred to as the “Purchase Option Exercise Date.” The Purchase Option Exercise Notice shall contain (1) an estimated date for the settlement of the Purchase Option (the “Purchase Option Closing”), which date shall be estimated in accordance with this Section 2(a), (2) the Purchase Price, determined in accordance with Section 2(b) hereof, and (3) if the Company intends to pay part of the Purchase Price in Company Common Stock pursuant to a convertible note, the form of which is attached hereto as Annex B (the “Convertible Note”), notice of such intent, the estimated number of shares to be transferred at such purchase price, the estimated valuation thereof and the percentage such portion bears to (A) the Purchase Price, and (B) the total amount of the Company Common Stock then issued and outstanding (which shall be no greater percentages than are permitted under Section 2(c)). If, during the period following the delivery of the Purchase Option Exercise Notice, the working capital held by the Symphony Collaboration is less than or equal to the Balance Sheet Deficiency Threshold, then the Symphony Collaboration shall cease payment of any amounts owed to the Company in respect of its intention to exercise such right and of the number of Offered Securities or Top-up Shares the Investor wishes to subscribe for and purchase activities pursuant to the Participation Right or Amended and Restated Research and Development Agreement, but shall continue to pay amounts owed to all other Persons. All cash and cash equivalents on the Top-up Right, as applicable. The Investor shall deliver an Exercise Notice to subscribe to the Offering or issuance of Top-up Shares, within five Business Days after Symphony Collaboration’s balance sheet on the date of receipt of an Offering Notice, Top- up Notice or Upsize Notice, as applicable, or in the case of a public offering that is a Bought Deal, within three Business Days of receipt of an Offering Notice or Upsize Notice Purchase Option Closing (the “Notice PeriodPurchase Option Closing Date”), failing which the Investor ) will not be entitled transferred or distributed to exercise Holdings and shall be retained by the Participation Right or the Top-up Right in respect of such Offering, Issuance or issuance of Top-up Shares. (b) If the Company at any time proposes to increase the number of any Offered Securities to be issued in an Offering it shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe for its pro rata share of the additional Offered Securities (the “Upsize Option”)Symphony Collaboration. The Investor Purchase Option Closing Date shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the Company. If no new Exercise Notice is delivered by the Investor to the Company within one Business Day of receipt by the Investor of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Offering Notice shall continue in full force and effect.as follows:

Exercise Notice. Such Purchase Option must be exercised, if at all, by Tenant delivering to Landlord notice thereof (athe "Exercise Notice ") If no earlier than 12 months prior to the Investor wishes expiration or termination of the initial Lease Term, it being understood that Tenant shall not have the right to exercise the Participation Right or Purchase Option until the Top-up Rightlast year of the initial Term. If Tenant does not timely deliver the Exercise Notice, the Investor option herein granted shall give written notice terminate; time being of the essence with respect to the Company (the “delivering thereof. If Tenant timely delivers an Exercise Notice”) of its intention , then Landlord shall sell to exercise such right Tenant, and Tenant shall purchase from Landlord, the Property for 110% of the number fair market value of Offered Securities or Top-up Shares the Investor wishes to subscribe Property (which fair market value shall be determined without the inclusion of any Tenant Funded Improvements, it being understood that any determination of the fair market value of the Property shall be made as if the Tenant Funded Improvements had not been constructed at the Property). Landlord shall provide Tenant with Landlord's form of purchase and sale agreement for and purchase pursuant to the Participation Right or sale of the Top-up Right, as applicable. The Investor shall deliver an Exercise Notice to subscribe to the Offering or issuance of Top-up Shares, Property within five Business Days (5) business days after the date of Landlord's receipt of an Offering Notice, Top- up Notice or Upsize Notice, as applicable, or in the case of a public offering that is a Bought Deal, within three Business Days of receipt of an Offering Notice or Upsize Exercise Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right or the Top-up Right in respect of such Offering, Issuance or issuance of Top-up Shares. (b) If the Company at any time proposes to increase the number of any Offered Securities to be issued in an Offering it shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe for its pro rata share of the additional Offered Securities (the “Upsize Option”"Option PSA"). The Investor Option PSA may provide for the following: (i) sale of the Property on an "as is" basis, with all faults and defects and without any representations or warranties of any kind, whether express or implied; (ii) a fifteen (15)-day due diligence period (the "Inspection Period") following the date the Purchase and Sale Agreement is executed by both parties; (iii) a cash deposit equal to ten percent (10%) of the Purchase Price to be paid by Tenant to Landlord upon execution of the Purchase and Sale Agreement, which funds shall be entitled held in escrow in an interest bearing account, shall be non-refundable to exercise Tenant after the Upsize Option Inspection Period for any reason other than a material default by delivering a new Exercise Notice Landlord, and shall be applicable to the Company. If no new Exercise Notice is delivered by Purchase Price at the Investor to Close of Escrow; (iv) all cash consideration; (v) that the Company within one Business Day of receipt by the Investor closing of the Upsize Notice, sale transaction shall occur upon the Exercise Notice expiration of the Investor delivered initial Lease Term; (vi) that Tenant shall be responsible for all closing costs in respect connection with the purchase of the original Offering Notice shall continue in full force Property, including, without limitation, all deed stamps and effectother recording costs, escrow and title fees and transfer taxes; and (vii) such other terms and conditions as Landlord desires to include.