HEXO CORP. – and – 2831364 ONTARIO INC. – and – 2831367 ONTARIO INC. INVESTOR RIGHTS AGREEMENT August 30, 2021

Exhibit 99.1

HEXO CORP.

– and –

2831364 ONTARIO INC.

– and –

2831367 ONTARIO INC.

INVESTOR RIGHTS AGREEMENT

August 30, 2021

TABLE OF CONTENTS

SCHEDULE A REGISTRATION RIGHTS PROCEDURES

THIS INVESTOR RIGHTS AGREEMENT is made as of the 30^th day of August, 2021.

BETWEEN:

HEXO CORP.

(the “Company”)

-and-

2831364 ONTARIO INC.

(“PeteCo”)

-and-

2831367 ONTARIO INC.

(“WillCo”, and collectively with PeteCo, the “Shareholders”, and each a “Shareholder”)

WHEREAS the Shareholders and the Company, among others, have entered into a share purchase agreement (the “Purchase Agreement”) dated as of May 28, 2021, pursuant to which the Shareholders and the other selling shareholders (the “Other Redecan Selling Shareholders”, and, together with the Shareholders, collectively, the “Redecan Shareholders”) have agreed to sell, and the Company has agreed to purchase, all of the issued and outstanding shares in the capital of 5048963 Ontario Inc. (“Redecan”) in exchange for a combination of cash and Common Shares in the capital of the Company (the “Transaction”);

AND WHEREAS in connection with the closing of the Transaction, the Company has agreed to grant certain rights set out herein to the Shareholders, on the terms and subject to the conditions set out herein;

NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the following terms have the following meanings:

“5% Ownership Threshold” has the meaning set out in Section 3.1 hereto;

“10% Ownership Threshold” has the meaning set out in Section 2.1 hereto;

“15% Ownership Threshold” has the meaning set out in Section 2.1 hereto;

“Affiliate” means, as to any specified Person, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the specified Person. For this purpose the term “control” (including the terms “controlling”, “controlled by”, and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of

the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise;

“Applicable Securities Laws” means the securities legislation in each of the provinces and territories of Canada, including all rules, regulations, instruments, policies, notices, policy statements and blanket orders thereunder or issued by one or more of the Canadian Securities Regulatory Authorities;

“▇▇▇▇▇▇▇ ▇▇▇▇▇” has the meaning set out in Section 5.18 hereto;

“Board” means the board of directors of the Company;

“Bought Deal” means an underwritten public offering made on a “bought deal” basis in one or more Canadian province or territory pursuant to which an underwriter has committed to purchase securities of the Company in a “bought deal” letter prior to the filing of a prospectus under Applicable Securities Laws;

“Business Day” means a day on which banks are open for business in the City of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, other than a Saturday, Sunday or statutory holiday;

“Canadian Securities Regulatory Authorities” means, collectively, the securities regulatory authorities in each of the provinces and territories of Canada;

“Commercially Reasonable Efforts” means the efforts that a reasonable and prudent Person who desires to achieve a business result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible in the context of a commercial transaction;

“Company” has the meaning set out in the preamble to this Agreement;

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

“Demand Notice” has the meaning set out in Section 3.1(a) hereto;

“Demand Registration” has the meaning set out in Section 3.1(a) hereto;

“Demanding Shareholder” has the meaning set out in Section 3.1(a) hereto;

“Director” means a director on the Board;

“Director Election Meeting” means any meeting of the shareholders of the Company at which Directors are to be elected to the Board;

“Family Member” means with respect to any individual, each parent (whether by birth or adoption), spouse, child (including any step child) or other descendants (whether by birth or adoption) of such individual, each spouse of any of the aforementioned Persons, and each legal representative of such individual or of any aforementioned Persons (including without limitation a tutor, curator, mandatary due to incapacity, custodian, guardian or testamentary executor), acting in such capacity under the authority of the law, an order from a competent tribunal, a will or a mandate in case of incapacity or similar instrument. For the purposes of this definition, a Person shall be considered the spouse of an individual if such Person is legally married to such individual, lives in a civil union with such individual or is the common law partner (as defined in the Income Tax Act (Canada) as amended from time to time) of such individual. A Person who was the spouse of an individual within the meaning of this paragraph immediately before the death of

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such individual shall continue to be considered a spouse of such individual after the death of such individual;

“Governmental Authority” means the government of Canada or any other nation, or of any political subdivision thereof, whether provincial, territorial, state, regional, municipal or local, and any department, agency, authority, instrumentality, regulatory body, central bank, court, commission, board, tribunal, bureau or other entity exercising executive, legislative, regulatory, judicial or administrative powers or functions under, or for the account of, any of the foregoing (including any applicable stock exchange);

“Holder Indemnitees” has the meaning set out in Section 3.8 hereto;

“Indemnified Party” has the meaning set out in Section 3.10 hereto;

“Indemnifying Party” has the meaning set out in Section 3.10 hereto;

“Laws” means any and all (a) laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations and by-laws, (b) judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings, instruments or awards of any Governmental Authority, and (c) policies, practices, standards, guidelines and protocols, but only to the extent that they have the force of law;

“Nominee” means, with respect to a Director Election Meeting, a nominee proposed for election as Director by the Company and included as a nominee for election as Director in the management information circular of the Company relating to such Director Election Meeting;

“Notice” has the meaning set out in Section 5.12 hereto;

“OBCA” means the Business Corporations Act (Ontario);

“Offered Shares” has the meaning set out in Schedule A hereto;

“Other Redecan Selling Shareholders” has the meaning set out in the preamble to this Agreement;

“Ownership Thresholds” has the meaning set out in Section 2.1 hereto;

“Party” or “Parties” means one or more of the parties to this Agreement;

“Permitted Holder” means any Affiliate, Family Member, trust for the sole benefit of such Shareholder or Shareholder’s Family Members or registered retirement savings plan of the Shareholder;

“Permitted Transferee” means, in each case to the extent such Person agrees in writing to be bound by the terms of this Agreement, any Permitted Holder to whom the rights of a Shareholder are assigned pursuant to Section 5.4;

“Person” means an individual, partnership, limited partnership, corporation, company, unlimited liability company, trust, unincorporated organization, association, government, or any department or agency thereof and the successors and assigns thereof or the heirs, executors, administrators or other legal representatives of an individual;

“PeteCo” has the meaning set out in the preamble to this Agreement;

“Piggy-Back Notice” has the meaning set out in Section 3.2(a) hereto;

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“Piggy-Back Registration” has the meaning set out in Section 3.2(b) hereto;

“Piggy-Back Shareholder” has the meaning set out in Section 3.2(a) hereto;

“Piggy-Back Shares” has the meaning set out in Section 3.2(b) hereto;

“Prospectus” means a “preliminary prospectus” and/or a “prospectus” as those terms are used in Applicable Securities Laws, including all amendments and supplements thereto, but excluding a base shelf prospectus or shelf prospectus supplement;

“Public Distribution” means an offer or sale or other disposition or distribution of Shares to the public by way of a Prospectus under Applicable Securities Laws, except for any “at-the-market” (or “ATM”) sales or issuance program and any sale, issuance or distribution of securities pursuant to an equity line of credit (or “ELOC”), and the term “Publicly Distribute” and “Publicly Distributed” have a similar meaning;

“Qualifying Shares” has the meaning set out in Section 3.1(a) hereto;

“Redecan” has the meaning set out in the preamble to this Agreement

“Redecan Director” means a Director that has been designated by the Shareholders for election as Nominee pursuant to Article 2;

“Redecan Nominees” has the meaning set out in Section 2.1 hereto;

“Redecan Shareholders” has the meaning set out in the preamble to this Agreement;

“Registration Expenses” means all out-of-pocket expenses incidental to the Parties’ performance of, or compliance with, this Agreement in connection with a Public Distribution, including all registration and filing fees, all fees and expenses incurred complying with Applicable Securities Laws, all printing expenses, all internal expenses, all “road show” and marketing expenses, all listing fees, all registrars’ and transfer agents’ fees, the fees and disbursements of counsel for the Company and any selling Shareholder, and of the Company’s independent public accountant, including the expenses of any special audits and/or “comfort” letters required by or incidental to such performance and compliance, but excluding Selling Expenses;

“Registration Rights Holder” has the meaning set out in Section 3.4 hereto;

“Selling Expenses” means all underwriting commissions, discounts or brokers’ commissions incurred in connection with a Public Distribution of Shares;

“Selling Shareholders” has the meaning set out in Schedule A hereto;

“Shareholder Information” has the meaning set out in Section 3.4 hereto;

“Shareholders” has the meaning set out in the preamble to this Agreement;

“Shares” means the shares in the capital of the Company;

“Standstill Period” has the meaning set out in the Purchase Agreement;

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“Subsidiary” means, with respect to any Person, any corporation or other entity of which the majority of (a) the voting securities and/or (b) the outstanding equity interests (calculated on a fair market value basis) is owned, directly or indirectly, by such Person;

“Underwriters’ Cutback” has the meaning set out in Section 3.6 hereto;

“Underwriters’ Cutback Reference Date” has the meaning set out in Section 3.1(b)(iv) hereto;

“Valid Business Reason” has the meaning set out in Section 3.1(b)(v) hereto; and

“WillCo” has the meaning set out in the preamble to this Agreement.

1.2 Rules of Construction

Unless the context otherwise requires, in this Agreement:

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1.3 Accounting Principles

Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the Parties, be made in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, applied on a consistent basis.

ARTICLE 2

BOARD NOMINATION RIGHTS

2.1 Designation of Nominees; Size and Composition of the Initial Board

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2.2 Nomination Procedures

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2.3 Qualifications

The Redecan Nominees must be, at the time of their nomination, and the Redcan Directors shall at all times while serving on the Board, meet the qualification requirements to serve as a Director under the OBCA, Applicable Securities Laws, the rules of any stock exchange on which the Shares are listed and maintain the required security clearances under the Cannabis Act (Canada) and the Cannabis Regulations, SOR/2018-144.

2.4 Replacement Appointment

If any Redecan Nominee resigns, is removed, ceases to hold office or is unable to serve as a Director for any reason (including as a result of failing to obtain the requisite number of votes in favour of the election of such Redecan Nominee at any Director Election Meeting or fails or ceases to comply with the qualification requirements set out in Section 2.3), then the Shareholders shall, subject to Section 2.2, be entitled to designate a replacement Director to be appointed by the Board, and the Company shall promptly take all steps as may be necessary to appoint such individual to the Board as soon as reasonably practicable.

2.5 Written Consent or Resolutions

The provisions of this Article 2 applicable to Director Election Meetings shall apply mutatis mutandis to any written consent or resolutions of shareholders relating to the election of Directors.

2.6 Compensation and Indemnification

The Redecan Directors shall be entitled to receive the identical compensation and benefits being paid to the other non-employee Directors of the Company provided that each such Redecan Director is not also one of the Company’s employees and to be indemnified by the Company on the same terms and be covered by the same insurance provisions and afforded the same coverage as other members of the Board.

ARTICLE 3

REGISTRATION RIGHTS

3.1 Demand Registration Rights

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3.2 Piggy-Back Registration Rights

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3.3 Public Distribution in the United States

To the extent necessary or desirable to effect any Public Distribution due to the Company’s status under any applicable United States securities laws, and only for as long as the Company remains a registrant with its common shares registered under United States federal securities laws, the Company will provide the Shareholders with registration rights enabling Public Distribution of Shares to the public in the United States that are substantially equivalent to the registration rights provided under this Agreement, including, without limitation, demand registration rights and piggy-back registration rights upon terms and conditions substantially equivalent to the terms and conditions set forth in Sections 3.1 and 3.2, respectively, and provisions relating to indemnification upon terms and conditions substantially equivalent to the terms and conditions set forth in Sections 3.7(c)—3.13.

3.4 Rights and Obligations of the Shareholders

The Shareholders (each, a “Registration Rights Holder”) will furnish to the Company such information and execute such documents regarding the Shares and the intended method of disposition thereof as the Company may reasonably require in order to effect the requested qualification for sale or other disposition. If an underwritten public offering is contemplated, a Registration Rights Holder shall execute an

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underwriting agreement containing customary representations, warranties and indemnities (and contribution covenants) relating only to written information furnished by or on behalf of such Registration Rights Holder expressly for use in connection with such Prospectus (the “Shareholder Information”) for the benefit of the Company and the underwriters; provided that the obligation to indemnify shall be limited to the gross proceeds received by a Registration Rights Holder from the sale of Shares pursuant to such Public Distribution and will apply only to any misrepresentations or omissions of material facts in relation to the Shareholder Information provided by such Registration Rights Holder. A Registration Rights Holder shall notify the Company immediately upon the occurrence of any event as a result of which any of the aforesaid Prospectuses includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made. The Shareholders shall, in connection with any underwriting agreement entered into pursuant to Section 3.1 or Section 3.2, make such representations and warranties and provide such indemnity as is customarily required of a selling shareholder in a secondary offering.

3.5 Holdback Agreements

In connection with the Demand Registration by the Shareholders, each Shareholder agrees, if so requested by the lead underwriter(s) or agent(s) in a written notice pursuant to this Section 3.5, not to effect (except as part of such Public Distribution in accordance with the provisions of this Agreement or pursuant to an exempt transaction so long as any purchaser in such exempt transaction agrees in writing to be bound by any such holdback) any sale, distribution, short sale, loan, grant of options for the purchase of, or other disposition of, any Shares for such period as such lead underwriter(s) or agent(s) reasonably request(s), such period in no event to end more than ninety (90) days after the effective date of such offering. In addition, each Shareholder agrees to execute and deliver to any lead underwriter(s) or agent(s) in connection with such Demand Registration any lock-up letter reasonably requested by such lead underwriter or investment banker or agent of the Shareholders and in form and substance reasonably satisfactory to the Shareholders.

3.6 Underwriters’ Cutback

(the right of the underwriters to exclude Shares in an underwritten offering pursuant to this Section 3.6 shall be referred to as the “Underwriters’ Cutback”).

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3.7 Withdrawal of Registration Rights Holder

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3.8 Indemnification by the Company

3.9 Indemnification by Registration Rights Holder

In connection with any Demand Registration or Piggy-Back Registration, a Registration Rights Holder will indemnify and hold harmless to the fullest extent permitted by law the Company and each of the Company’s Directors, officers and employees from and against any loss (excluding loss of profits), liability, claim, damage and expense whatsoever, including any amounts paid in settlement of any investigation, order, litigation, proceeding or claim, joint or several, as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, or any amendment thereto, including all documents incorporated therein by reference, or the omission or the alleged omission

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therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or as incurred, arising out of or based upon any failure by such Registration Rights Holder to comply with Applicable Securities Laws, but in any case only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Prospectus included solely in reliance upon information furnished to the Company by such Registration Rights Holder for use in the Prospectus; provided that such Registration Rights Holder will not be liable under this Section 3.8 for any settlement of any action effected without its written consent, which consent will not be unreasonably withheld or delayed. Any amounts advanced by a Registration Rights Holder to an Indemnified Party pursuant to this Section 3.8 as a result of such losses will be returned to such Registration Rights Holder if it is finally determined by a court in a judgment not subject to appeal or final review that such Indemnified Party was not entitled to indemnification by such Registration Rights Holder.

3.10 Defence of the Action by the Indemnifying Parties

Each party entitled to indemnification under this Article 3 (the “Indemnified Party”) will give written notice to the party or parties required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, but the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party pursuant to the provisions of this Article 3 except to the extent of the damage or prejudice, if any, suffered by such delay in notification. The Indemnifying Party will assume the defence of such action, including the employment of counsel to be chosen by the Indemnifying Party to be reasonably satisfactory to the Indemnified Party, and payment of expenses. The Indemnified Party will have the right to employ its own counsel in any such case, but the legal fees and expenses of such counsel will be at the expense of the Indemnified Party, unless (a) the employment of such counsel is authorized in writing by the Indemnifying Party in connection with the defence of such action, (b) the Indemnifying Party fails to assume the defence of such claim within a reasonable time after receipt of notice of such claim (including not having employed counsel to take charge of the defence of such claim), or (c) the Indemnified Party reasonably concludes, based on the opinion of counsel, a conflict of interest may exist between the Indemnified Party and the Indemnifying Party with respect to such claims, including because there may be defences available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party (in each of cases (b) and (c), the Indemnifying Party will not have the right to direct the defence of such action on behalf of the Indemnified Party if the Indemnified Party notifies the Indemnifying Party that the Indemnified Party has elected to employ separate counsel), in any of which events the reasonable fees and expenses will be borne by the Indemnifying Party. No Indemnifying Party, in the defence of any such claim or litigation, will, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

3.11 Contribution

If the indemnification provided for in this Article 3 is unavailable to a party that would have been an Indemnified Party under this Article 3 in respect of any losses, liabilities, claims, damages and expenses referred to herein, then each party that would have been an Indemnifying Party hereunder will, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, liabilities, claims, damages and expenses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and such Indemnified Party on the other hand in connection with the statement or omission that resulted in such losses, liabilities, claims, damages and expenses, as well as any other relevant equitable considerations. The relative fault will be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state

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a material fact relates to information supplied by the Indemnifying Party or such Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party under this Section 3.10 as a result of the losses, liabilities, claims, damages and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The Company and each Registration Rights Holder agrees that it would not be just and equitable if contribution pursuant to this Section 3.10 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this Section 3.10.

3.12 Survival

The indemnification provided for under this Article 3 will survive the expiry of this Agreement and will remain in full force and effect regardless of any investigations made by or on behalf of the Indemnified Party or any officer, director or controlling Person of such Indemnified Party, and will survive any transfer of securities pursuant thereto.

3.13 Conflict

Notwithstanding the foregoing, to the extent that the provisions regarding indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions of the underwriting agreement shall prevail.

3.14 Acting as Trustee

ARTICLE 4

AMENDMENTS

4.1 Amendments and Modifications

This Agreement may not be amended or modified except by an agreement in writing executed by the Parties.

4.2 Changes in Capital of the Company

At all times after the occurrence of any event which results in a change to the Shares, this Agreement will forthwith be amended and modified as necessary in order that it will apply with full force and effect, with appropriate changes, to all new securities into which the Shares are so changed, and the Parties will execute

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and deliver a supplemental agreement giving effect to and evidencing such necessary amendments and modifications.

ARTICLE 5

GENERAL

5.1 Application of this Agreement

The terms of this Agreement shall apply mutatis mutandis to any shares or other securities of the Company or any Subsidiary thereof or any successor entity that may be received by the Shareholders or any of its Affiliates on a merger, amalgamation, arrangement or other reorganization of or including the Company or any Subsidiary thereof and, prior to any such action being taken, the Parties shall give due consideration to any changes that may be required to this Agreement in order to give effect to the intent of this Section 5.1.

5.2 Termination

This Agreement will automatically terminate upon the earliest to occur of the following events:

5.3 Assignment

5.4 Permitted Transferees

The rights of the Shareholders hereunder may be assigned (but only with all related obligations as set forth below) in connection with a transfer of Shares to a Permitted Transferee of the Shareholders. Without prejudice to any other or similar conditions imposed hereunder with respect to any such transfer, no assignment permitted under the terms of this Section 5.4 will be effective unless the Permitted Transferee

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to which the assignment is being made, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee will be bound by, and will be a party to, this Agreement and will abide by any hold period or standstill obligations, if any, applicable at such time to the transferring Shareholder pursuant to the terms of the Transaction. A Permitted Transferee to whom rights are transferred pursuant to this Section 5.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 5.4.

5.5 Co-operation

In respect of all Distributions that occur during the term of this Agreement, the Company, the Shareholders, and each of their respective representatives shall comply with all Applicable Securities Laws and stock exchange requirements, including the execution and filing of all necessary documents and prospectus certificates and the taking of all such other steps as may be necessary under Applicable Securities Laws and stock exchange requirements to qualify the Public Distribution.

5.6 Specific Performance

The Parties agree that irreparable harm would occur, for which money damages would not be an adequate remedy at law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties may seek injunctive relief, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without the proof of actual damages and without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law, equity or under this Agreement.

5.7 Indemnity

The Company will indemnify and hold harmless, to the fullest extent permitted by law, the Holder Indemnitees from and against any loss (excluding loss of profits), liability, claim, damage and expense (including fees and expenses of legal counsel) whatsoever, incurred or sustained by, or imposed upon, the Holder Indemnitees, based upon, arising out of, with respect to or by reason of any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company pursuant to this Agreement, including in circumstances where a Holder Indemnitee seeks to enforce its rights under Section 5.6.

5.8 Further Assurances

Each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

5.9 Time

Time is of the essence of this Agreement.

5.10 Enurement

This Agreement is binding upon and enures to the benefit of the Parties and their respective successors and permitted assigns.

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5.11 Public Filing

The Parties hereby consent to the public filing of this Agreement if any Party is required to do so by law or by applicable regulations or policies of any regulatory agency of competent jurisdiction or any stock exchange.

5.12 Notices to Parties

Any notice, approval, consent, information, payment, request or other communication (in this Section, a “Notice”) to be given under or in connection with this Agreement shall be effective if in writing and (i) delivered personally, (ii) sent by e-mail, or (iii) sent by overnight courier, in each case, addressed as follows:

HEXO Corp.

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention: General Counsel

E-mail: ▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇

with a copy (which shall not constitute notice) to:

Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP

▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention:         ▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ /

                          ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Email:              ▇▇▇▇.▇▇▇▇▇▇▇-▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ /

                          ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

2831364 Ontario Inc. and 2831367 Ontario Inc.

▇/▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇, 1 King Street West

Hamilton, ON L8P 4X8

Attention: ▇▇▇▇ ▇▇▇▇▇▇▇

with a copy (which shall not constitute notice) to:

▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP

3400 One First ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇.▇. ▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇

Attention:         ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Telephone:       (▇▇▇) ▇▇▇-▇▇▇▇

Email:               ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

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Unless otherwise specified herein, such notices or other communications shall be deemed effective (i) on the date received, if personally delivered, (ii) on the date received if delivered by e-mail on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and (iii) two (2) Business Days after being sent by overnight courier. Each of the Parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other Parties hereto.

An accidental omission in the giving of, or failure to give, a Notice required by this Agreement will not invalidate or affect in any way the legality of any meeting or other proceeding in respect of which such Notice was or was intended to be given.

5.13 Entire Agreement

This Agreement and the Purchase Agreement constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral agreements between such Parties, in connection with the subject matter hereof. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, relating to the subject matter hereof except as specifically set forth in this Agreement and the Purchase Agreement.

5.14 Waiver

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

5.15 Consent

Where a provision of this Agreement requires an approval or consent by a Party and written notification of such approval or consent is not delivered within the applicable time in accordance with this Agreement, then the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

5.16 Governing Law

5.17 Severability

If any term or other provision of this Agreement shall be determined by a court, administrative agency or arbitrator in any jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not render the entire Agreement invalid and shall not affect the validity, legality or

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enforceability of such term or other provision in any other jurisdiction. Rather, this Agreement shall be construed as if not containing the particular invalid, illegal or unenforceable provision, and all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent permitted under applicable law.

5.18 Counsel Acting for More Than One Party

The Company, PeteCo and WillCo have been advised and acknowledge to each other and to ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) that (a) ▇▇▇▇▇▇▇ ▇▇▇▇▇ is acting in connection with this Agreement (and with respect to all other agreements among the parties hereto being entered into as part of the Transaction) as counsel to and jointly representing Redecan, the Shareholders and the Other Redecan Selling Shareholders, (b) in this role, information disclosed to ▇▇▇▇▇▇▇ ▇▇▇▇▇ between Redecan, the Other Redecan Selling Shareholders and the Shareholders hereto will not be kept confidential and will be disclosed to the others, and each of the Company, PeteCo and WillCo consent to ▇▇▇▇▇▇▇ ▇▇▇▇▇ so acting and (c) should a conflict arise among any of Redecan, the Company, PeteCo, WillCo or any of the Other Redecan Selling Shareholders, ▇▇▇▇▇▇▇ ▇▇▇▇▇ may not be able to continue to act for any of such Parties hereto.

5.19 Counterparts

This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement. Delivery of an executed signature page to this Agreement by a Party by facsimile or transmitted electronically in legible form, including in a tagged image format file (TIFF) or portable document format (PDF), shall be as effective as delivery of a manually executed copy of this Agreement by such Party.

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IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed as of the date first above written.

SCHEDULE A

REGISTRATION RIGHTS PROCEDURES

1. Registration Procedures

In connection with the Company’s Demand Registration and Piggy-Back Registration obligations pursuant to the provisions of this Agreement to effect the qualification of (i) Qualifying Shares in connection with a Demand Registration, and/or (ii) Piggy-Back Shares in connection with a Piggy-Back Registration (any such Shares subject to a Public Distribution are hereinafter collectively referred to as the “Offered Shares”, and any such Shareholders whose Offered Shares are subject to such Public Distribution are hereinafter collectively referred to as the “Selling Shareholders”):

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