ARRANGEMENT AGREEMENT Made as of November 18, 2020 Between WEST FRASER TIMBER CO. LTD. and NORBORD INC.

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Interpretation Not Affected by Headings

1.3 Number and Gender

1.4 Date for Any Action

1.5 Currency

1.6 Accounting Matters

1.7 Knowledge

1.8 Disclosure Letters

1.9 Subsidiaries

1.10 Schedules

ARTICLE 2 THE ARRANGEMENT

2.1 The Arrangement

2.2 Interim Order

2.3 Norbord Meeting

2.4 Norbord Circular

2.5 U.S. Securities Law Matters

2.6 ▇▇▇▇ ▇▇▇▇▇▇ Meeting

2.7 ▇▇▇▇ ▇▇▇▇▇▇ Circular

2.8 Final Order

2.9 Court Proceedings

2.10 Articles of Arrangement and Effective Date

2.11 Incentive Plan and Employment Matters

2.12 Payment of Consideration

2.13 Holdco Alternative

2.14 Board of Directors of ▇▇▇▇ ▇▇▇▇▇▇

2.15 Announcement and Shareholder Communications

2.16 Withholding Taxes

2.17 Adjustment of Consideration

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF NORBORD

3.1 Representations and Warranties

3.2 Disclaimer

3.3 Survival of Representations and Warranties

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇ ▇▇▇▇▇▇

4.1 Representations and Warranties

4.2 Disclaimer

4.3 Survival of Representations and Warranties

ARTICLE 5 COVENANTS OF NORBORD AND ▇▇▇▇ ▇▇▇▇▇▇

5.1 Covenants of Norbord Regarding the Conduct of Business

5.2 Covenants of ▇▇▇▇ ▇▇▇▇▇▇ Regarding the Conduct of Business

5.3 Mutual Covenants

5.4 Regulatory Approvals

5.5 Additional Covenants of Norbord

5.6 Additional Covenants of ▇▇▇▇ ▇▇▇▇▇▇

5.7 Financing Assistance

5.8 Pre-Acquisition Reorganization

5.9 Privacy

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

6.2 Additional Conditions Precedent to the Obligations of ▇▇▇▇ ▇▇▇▇▇▇

6.3 Additional Conditions Precedent to the Obligations of Norbord

6.4 Satisfaction of Conditions

6.5 Notice and Cure Provisions

ARTICLE 7 ADDITIONAL COVENANTS

7.1 Norbord Non-Solicitation

7.2 Notification of Acquisition Proposals

7.3 Responding to Acquisition Proposal and Superior Proposals

7.4 Norbord Superior Proposal Determination and Right to Match

7.5 ▇▇▇▇ ▇▇▇▇▇▇ Non-Solicitation

7.6 Notification of Acquisition Proposals

7.7 Responding to Acquisition Proposal and Superior Proposals

7.8 ▇▇▇▇ ▇▇▇▇▇▇ Superior Proposal Determination and Right to Match

7.9 Access to Information; Confidentiality

7.10 Insurance and Indemnification

ARTICLE 8 TERM, TERMINATION, AMENDMENT AND WAIVER

8.1 Term

8.2 Termination

8.3 Termination Fee

8.4 Fees and Expenses

ARTICLE 9 GENERAL PROVISIONS

9.1 Amendment

9.2 Waiver

9.3 Third Party Beneficiaries

9.4 Further Assurances

9.5 Notices

9.6 Governing Law

9.7 Injunctive Relief

9.8 Time of Essence

9.9 Entire Agreement, Binding Effect and Assignment

9.10 Severability

9.11 Counterparts, Execution

▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. LTD., a corporation existing under the laws of the Province of British Columbia

(“▇▇▇▇ ▇▇▇▇▇▇”)

and

NORBORD INC., a corporation existing under the laws of Canada (“Norbord”)

any direct or indirect acquisition or sale (or other arrangement having the same economic effect as a sale), whether in a single transaction or a series of related transactions, of (i) assets of the Party and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of the Party and its subsidiaries or contribute 20% or more of the consolidated annual revenue of the Party and its subsidiaries; or (ii) 20% or more of any voting or equity securities or any securities exchangeable or convertible into voting, equity or other securities (or rights or interests therein or thereto) of the Party or any of its Material Subsidiaries;

any direct or indirect take-over bid, tender offer or exchange offer for any class of voting or equity securities of the Party;

any transaction, including any treasury issuance, that, if consummated, would result in any Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities or any securities exchangeable or convertible into voting, equity or other securities (or rights or interests therein or thereto) of the Party or any of its Material Subsidiaries;

any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Party or any of its Material Subsidiaries that, individually or in the aggregate, involves 20% or more of the consolidated assets of the Party and its Material Subsidiaries, taken as a whole, or which would, if consummated, contribute 20% or more of the consolidated revenue of the Party and its Material Subsidiaries, taken as a whole (in each case, determined based upon the most recent publicly available consolidated financial statements of the Party;

any other similar transactions or series of transactions involving the Party or its Material Subsidiaries; or

any public announcement of an intention to do any of the foregoing;

(i) the applicable waiting periods under subsection 123(1) of the Competition Act shall have expired or have been waived in accordance with subsection 123(2) of the Competition Act or the obligation to provide a pre-merger notification in accordance with Part IX of the Competition Act shall have been waived in accordance with paragraph 113(c) of the Competition Act, and (ii) the Commissioner of Competition shall have issued a written confirmation that he does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the transactions contemplated by this Agreement; or

the Commissioner of Competition shall have issued an Advance Ruling Certificate under Section 102 of the Competition Act in respect of the transactions contemplated by this Agreement;

to comply with any quarantine, “stay at home”, social distancing, travel restrictions or any other similar directions issued by any Governmental Entity or pursuant to any Law in response to the COVID-19 pandemic, or

that are reasonably necessary to ensure the health and safety of the employees, suppliers and contractors of such Party and its subsidiaries in response to the COVID-19 pandemic;

in respect of ▇▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇ ▇▇▇▇▇▇ DSU Plan, the ▇▇▇▇ ▇▇▇▇▇▇ PSU Plan and the ▇▇▇▇ ▇▇▇▇▇▇ Stock Option Plan; and

in respect of Norbord, the Norbord Stock Option Plan, the Legacy ▇▇▇▇▇▇▇▇▇ Option Plan, the Norbord DSU Plans, the Norbord RSU Plan, the Norbord ESSP, the Norbord AIP and the Norbord Profit Sharing Plans;

rights, title or interest of any First Nations Group by virtue of its status as a First Nations Group;

treaty rights;

Métis rights, title or interests; or

specific or comprehensive claims being considered by the Government of Canada,

all patents, patent rights, patent applications, reissues, continuations, continuations-in-part, re-examinations, divisional applications and analogous rights to them, and inventions and discoveries owned or used by a Party in its business;

all trademarks, trademark applications and registrations, signs, trade dress, service marks, logos, slogans, brand names and other identifiers of source owned or used by a Party in its business;

all copyrights and copyright applications and registrations owned or used by a Party in its business;

all industrial designs and applications for registration of industrial designs and industrial design rights, design patents and industrial design registrations owned or used by a Party in its business;

all trade names, trade name registrations, business names, corporate names, telephone numbers, domain names, domain name registrations, website names and worldwide web addresses, social media accounts and social media handles and other communication addresses owned or used by a Party in its business;

all rights and interests in and to works, inventions (whether patentable or not), processes, data, databases, confidential information, trade secrets, designs, know-how, technical information, product formulae and information, manufacturing, engineering and other technical drawings and manuals, technology, technical information, engineering data, design and engineering specifications, and similar materials recording or evidencing expertise or information owned or used by a Party in its business;

all other intellectual property rights owned or used by a Party in carrying on, or arising from the operation of, its business, and foreign equivalents or counterpart rights, in any jurisdiction throughout the world;

all licences granted to a Party of the intellectual property described in paragraphs (a) to (g) above; and

all goodwill associated with any of the foregoing.

the execution, announcement, pendency or performance of this Agreement or the transactions contemplated hereby;

general political, economic or financial conditions in Canada, the United States or the European Union;

the state of securities or commodity markets in general;

the commencement or continuation of any war, armed hostilities or acts of terrorism;

any epidemic, pandemic or outbreaks of illness (including the COVID-19 pandemic) or other health crisis or public health event in any jurisdiction in which a Party operates;

any change generally affecting the industries in which that Party conducts its business;

any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application of any Laws by any Governmental Entity;

any change in applicable generally accepted accounting principles, including IFRS;

with respect to Norbord, any matter which has been disclosed by Norbord in the Norbord Disclosure Letter or in the Norbord Public Disclosure Record prior to the date hereof;

with respect to ▇▇▇▇ ▇▇▇▇▇▇, any matter which has been disclosed by ▇▇▇▇ ▇▇▇▇▇▇ in the ▇▇▇▇ ▇▇▇▇▇▇ Disclosure Letter or in the ▇▇▇▇ ▇▇▇▇▇▇ Public Disclosure Record prior to the date hereof;

failure of a Party to meet any internal, published or public projections, forecasts, guidance or estimates, including of revenues, earnings or cash flows (it being

understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred);

any decrease in the trading price or any decline in the trading volume of the equity securities of that Party (it being understood that the causes underlying such change in trading price or trading volume (other than those causes identified in sub-paragraphs (a) through (j) above, as applicable to that Party) may be taken into account in determining whether a Material Adverse Effect has occurred); or

any action taken by a Party or any of its subsidiaries that is required pursuant to this Agreement (excluding any obligation to act in the Ordinary Course of business),

which, if terminated or if it ceased to be in effect, would have a Material Adverse Effect;

under which a Party or any of its subsidiaries has directly or indirectly guaranteed any liabilities or obligations of a third party (other than ordinary course endorsements for collection) in excess of $1 million in the aggregate;

relating to indebtedness for borrowed money, whether incurred, assumed, guaranteed or secured by any asset, with an outstanding principal amount in excess of $10 million;

under which a Party or any of its subsidiaries is obligated to make or expects to receive payments in excess of $10 million over the remaining term of the Contract, except for (i) sales orders and purchase orders entered into in the ordinary course of business, (ii) Contracts related to the forecasted capital expenditures disclosed in the Norbord Capital Plan or the ▇▇▇▇ ▇▇▇▇▇▇ Capital Plan, as the case may be and (iii) any Contract which is terminable on 90 days or less notice without penalty or continuing obligation;

that limits or restricts such Party or any of its subsidiaries from engaging in any line of business or any geographic area in any material respect or that limits or restricts in any material respect the ability of such Party or any of its subsidiaries to solicit any customers or clients of other parties thereto;

which relates to any material partnership, limited liability company agreement, joint venture, alliance agreement or similar agreement or arrangement;

entered into in the past 12 months or in respect of which the applicable transaction has not yet been consummated for the acquisition or disposition, directly or indirectly (by amalgamation, merger or otherwise) of assets, capital stock or other equity interests of another Person for aggregate consideration in excess of $10 million;

which is still in force and has been filed by any Party with Securities Authorities as a material contract and forms part of the Norbord Public Disclosure Record or the ▇▇▇▇ ▇▇▇▇▇▇ Public Disclosure Record, as applicable;

with any Governmental Entity;

providing for the payment of any commission based on sales, other than to employees of such Party or any of its subsidiaries in excess of $5 million over a 12-month period;

collective bargaining agreement or any other material Contract with any labour union; or

between a Party or any of its subsidiaries, on the one hand, and any of their respective officers, directors or shareholders, on the other hand, excluding pursuant to an employment agreement or Employee Plan or fees payable in the ordinary course to members of the Norbord Board or the ▇▇▇▇ ▇▇▇▇▇▇ Board, as applicable;

the failure by the Norbord Board to make the Norbord Board Recommendation;

the withdrawal, amendment, modification or qualification of the Norbord Board Recommendation in a manner adverse to ▇▇▇▇ ▇▇▇▇▇▇ prior to the Norbord Meeting or any public statement by Norbord of an intention to withdraw, amend, modify or qualify the Norbord Board Recommendation in a manner adverse to ▇▇▇▇ ▇▇▇▇▇▇ prior to the Norbord Meeting;

the failure by the Norbord Board to publicly reaffirm (without qualification) the Norbord Board Recommendation within five Business Days (but in any case prior to the Norbord Meeting) after having been requested to do so in writing by ▇▇▇▇ ▇▇▇▇▇▇, acting reasonably;

the acceptance, approval, endorsement or recommendation of any Acquisition Proposal, or a public proposal to do so, by the Norbord Board;

the failure by the Norbord Board to take any position, or the taking by the Norbord Board of a neutral position, with respect to any Acquisition Proposal for more than five Business Days (but in any case prior to the Norbord Meeting) after the announcement of such Acquisition Proposal;

the failure by Norbord to include the Norbord Board Recommendation in the Norbord Circular in accordance with Section 2.4(b) of this Agreement; or

any resolution or proposal by the Norbord Board to take any of the foregoing actions in paragraphs (a) through (f) above;

▇▇▇▇▇ Wijnbergen, President and Chief Executive Officer;

▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Vice President and Chief Financial Officer;

▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Vice-President, Sales and Marketing;

▇▇▇▇▇ ▇▇▇▇▇, Senior Vice-President, North America Operations; and

▇▇▇▇ ▇▇▇▇▇▇-Philips, Senior Vice-President, Sales, Marketing and Logistics (North America);

Norbord Alabama Inc.;

Norbord Europe Ltd.;

Norbord Georgia LLC;

Norbord Mississippi LLC;

Norbord NV;

Norbord Sales Inc.;

Norbord South Carolina Inc.;

Norbord Texas (Jefferson) Inc.; and

Norbord Texas (Nacogdoches) Inc.;

either Party may elect postponement for an initial three month extension period by written notice to the other Party prior to 5:00 pm Pacific Time on the Outside Date, provided that (i) such Party is not in default of its obligations under this Agreement; and (ii) a Regulatory Action remains outstanding and either Party is diligently contesting it; and

if the Regulatory Action remains outstanding as of the expiry of the first extension period, then either Party may elect postponement for a second three month extension period by written notice to the other Party prior to 5:00 pm Pacific Time on the initial extended Outside Date, provided that such Party is not in default of its obligations under this Agreement;

complies with Securities Laws in all material respects;

if in respect of Norbord, did not result from or otherwise involve a breach of Sections 7.1, 7.2, 7.3 or 7.4 by Norbord or its Representatives;

if in respect of ▇▇▇▇ ▇▇▇▇▇▇, did not result from or otherwise involve a breach of Sections 7.5, 7.6, 7.7 or 7.8 by ▇▇▇▇ ▇▇▇▇▇▇ or its Representatives;

relates to the acquisition of 100% of the outstanding shares of a Party or all or substantially all of the consolidated assets of a Party and its subsidiaries, whether by way of a single or multistep transaction or a series of related transactions;

is reasonably capable of being completed without undue delay, taking into account the financial, legal, regulatory and other aspects of such Acquisition Proposal (including required shareholder approvals and minimum tender requirements) and the Person making such Acquisition Proposal;

that is not subject to a financing condition or contingency and in respect of which it has been demonstrated to the satisfaction of the Party’s board of directors, acting in good faith (and after receipt of advice from its non-related financial advisors and its outside legal counsel) that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal;

is not subject to a due diligence or access to information condition; and

in respect of which the Party’s board of directors determines, in their good faith judgment, after consultation with outside legal counsel and after receiving advice from their non-related financial advisors that, having regard to all of its terms and conditions, such Acquisition Proposal, would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the shareholders of the Party from a financial point of view than the Arrangement (after taking into account any change to the Arrangement proposed by the other Party pursuant to Section 7.4(b) or Section 7.8(b));

the Brookfield Voting Agreement;

the ▇▇▇▇ ▇▇▇▇▇▇ Voting Agreements; and

the Norbord Voting Agreements;

the failure by the ▇▇▇▇ ▇▇▇▇▇▇ Board to make the ▇▇▇▇ ▇▇▇▇▇▇ Board Recommendation;

the withdrawal, amendment, modification or qualification of the ▇▇▇▇ ▇▇▇▇▇▇ Board Recommendation in a manner adverse to Norbord prior to the ▇▇▇▇ ▇▇▇▇▇▇ Meeting or any public statement by ▇▇▇▇ ▇▇▇▇▇▇ of an intention to withdraw, amend, modify or qualify the ▇▇▇▇ ▇▇▇▇▇▇ Board Recommendation in a manner adverse to Norbord prior to the ▇▇▇▇ ▇▇▇▇▇▇ Meeting;

the failure by the ▇▇▇▇ ▇▇▇▇▇▇ Board to publicly reaffirm (without qualification) the ▇▇▇▇ ▇▇▇▇▇▇ Board Recommendation within five Business Days (but in any case prior to the ▇▇▇▇ ▇▇▇▇▇▇ Meeting) after having been requested to do so in writing by Norbord, acting reasonably;

the acceptance, approval, endorsement or recommendation of any Acquisition Proposal, or a public proposal to do so, by the ▇▇▇▇ ▇▇▇▇▇▇ Board;

the failure by the ▇▇▇▇ ▇▇▇▇▇▇ Board to take any position, or the taking by the ▇▇▇▇ ▇▇▇▇▇▇ Board of a neutral position, with respect to any Acquisition Proposal for more than five Business Days (but in any case prior to the ▇▇▇▇ ▇▇▇▇▇▇ Meeting) after the announcement of such Acquisition Proposal;

the failure by ▇▇▇▇ ▇▇▇▇▇▇ to include the ▇▇▇▇ ▇▇▇▇▇▇ Board Recommendation in the ▇▇▇▇ ▇▇▇▇▇▇ Circular in accordance with Section 2.7(b) of this Agreement; or

any resolution or proposal by the ▇▇▇▇ ▇▇▇▇▇▇ Board to take any of the foregoing actions in paragraphs (a) through (f) above;

▇▇▇ ▇▇▇▇▇▇, President and Chief Executive Officer;

▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice-President, Finance and Chief Financial Officer;

▇▇▇▇▇ ▇▇▇▇▇▇, Vice-President, Sales and Marketing;

▇▇▇▇ ▇▇▇▇▇▇▇, Vice-President, U.S. Lumber; and

▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice-President, Canadian Wood Products;

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Ltd.;

Blue Ridge Lumber Inc.;

Sundre Forest Products Inc.;

▇▇▇▇▇▇▇ Forest Products Ltd.;

▇▇▇▇ ▇▇▇▇▇▇, Inc.;

▇▇▇▇ ▇▇▇▇▇▇ Wood Products Inc.;

▇▇▇▇ ▇▇▇▇▇▇ Southeast, Inc.; and

▇▇▇▇ ▇▇▇▇▇▇ Newsprint Ltd.;

as soon as reasonably practicable following the date of execution of this Agreement, but in no event later than December 18, 2020, Norbord shall, in a manner reasonably acceptable to ▇▇▇▇ ▇▇▇▇▇▇, prepare, file, proceed with and diligently pursue an application to the Court for the Interim Order which must provide, among other things:

for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Norbord Meeting and the manner in which such notice is to be provided;

that the requisite approval for the Arrangement Resolution shall be 66²⁄₃% of the votes cast on the Arrangement Resolution by Norbord Shareholders present in person or represented by proxy and entitled to vote at the Norbord Meeting (“Norbord Shareholder Approval”);

that in all other respects, the terms, conditions and restrictions of Norbord’s constating documents, including quorum requirements and other matters, shall apply in respect of the Norbord Meeting;

for the grant of the Dissent Rights to registered holders of Norbord Shares which Dissent Rights shall provide for a Norbord Shareholder’s written objection to the Arrangement Resolution to be received by Norbord at least two days before the Norbord Meeting;

for notice requirements with respect to the presentation of the application to the Court for the Final Order;

that the Norbord Meeting may be adjourned or postponed from time to time by Norbord in accordance with the terms of this Agreement without the need for additional approval of the Court;

that the record date for Norbord Shareholders entitled to notice of and to vote at the Norbord Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Norbord Meeting; and

for such other matters as ▇▇▇▇ ▇▇▇▇▇▇ may reasonably require, subject to obtaining the prior written consent of Norbord, which will not be unreasonably withheld.

In seeking the Interim Order, Norbord shall advise the Court that it is ▇▇▇▇ ▇▇▇▇▇▇’▇ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of ▇▇▇▇ ▇▇▇▇▇▇ Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement, as contemplated in Section 2.5.

Norbord shall set the record date for Norbord Shareholders entitled to vote at the Norbord Meeting as promptly as practicable and, in any event, the record date shall be no later than December 11, 2020, and shall convene and conduct the Norbord Meeting in accordance with the Interim Order, Norbord’s constating documents and applicable Laws as soon as reasonably practicable, and in any event on or before January 31, 2021, and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Norbord Meeting without the prior written consent of ▇▇▇▇ ▇▇▇▇▇▇, except:

as required for quorum purposes; or

as required or permitted under Section 6.5 or Section 7.4(e).

Norbord will use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, at Norbord’s discretion or if so requested by ▇▇▇▇ ▇▇▇▇▇▇ (and at Norbord’s sole expense), using the services of dealers and proxy solicitation service firms to solicit proxies in favour of the Arrangement Resolution. Norbord shall instruct Norbord’s transfer agent to report to ▇▇▇▇ ▇▇▇▇▇▇ and its designated Representatives on a daily basis on each of the last ten (10) Business Days prior to the Norbord Meeting as to the aggregate tally of the proxies received by Norbord in respect of the Arrangement Resolution.

Except for non-substantive communications from any Norbord Shareholder (provided that communications from such Norbord Shareholders are not

substantive in the aggregate), Norbord will promptly advise ▇▇▇▇ ▇▇▇▇▇▇ of any communication (written or oral) from any Norbord Shareholder in opposition to the Arrangement, written notice of dissent or purported exercise by any Norbord Shareholder of Dissent Rights received by Norbord in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Norbord, and any written communications sent by or on behalf of Norbord to any Norbord Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution.

Norbord will not make any payment or settlement offer, or agree to any payment or settlement with respect to Dissent Rights without the prior written consent of ▇▇▇▇ ▇▇▇▇▇▇.

Norbord, at the request of ▇▇▇▇ ▇▇▇▇▇▇ from time to time, will provide ▇▇▇▇ ▇▇▇▇▇▇ with a list (in both written and electronic form) of (i) the Norbord Shareholders, together with their addresses and respective holdings of Norbord Shares, and (ii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Norbord Shares, together with their addresses and respective holdings of Norbord Shares. Norbord shall from time to time require that its registrar and transfer agent furnish ▇▇▇▇ ▇▇▇▇▇▇ with such additional information, including updated or additional lists of Norbord Shareholders, and lists of securities positions and other assistance as ▇▇▇▇ ▇▇▇▇▇▇ may reasonably request in order to be able to communicate with respect to the Arrangement with the Norbord Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution.

Subject to ▇▇▇▇ ▇▇▇▇▇▇’▇ compliance with Section 2.4(c), Norbord shall as promptly as practicable prepare and compile the Norbord Circular together with any other documents required by Law in connection with the Norbord Meeting and cause the Norbord Circular and such other documents to be filed and sent to each Norbord Shareholder and any other Person as required by the Interim Order or Law.

Norbord shall ensure that the Norbord Circular complies in all material respects with the Interim Order and applicable Laws, and, without limiting the generality of the foregoing, that the Norbord Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (a “Misrepresentation”) (other than in each case with respect to any information relating to and provided by ▇▇▇▇ ▇▇▇▇▇▇) and shall provide Norbord Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Norbord Meeting. Without limiting the generality of the foregoing, the Norbord Circular will include: (i) a copy of the Norbord Fairness Opinions; (ii) the Norbord Board Recommendation; and (iii) statements that Brookfield and the officers and directors of Norbord intend to vote all of their respective Norbord Shares in favour of the Arrangement Resolution, subject to the other terms of this

Agreement, the Brookfield Voting Agreement and the Norbord Voting Agreements.

▇▇▇▇ ▇▇▇▇▇▇ will furnish to Norbord all such information regarding ▇▇▇▇ ▇▇▇▇▇▇ and its affiliates as may be required by Law to be included in the Norbord Circular and other documents related thereto. ▇▇▇▇ ▇▇▇▇▇▇ shall ensure that no such information will include any Misrepresentation. ▇▇▇▇ ▇▇▇▇▇▇ hereby indemnifies and saves harmless Norbord and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which Norbord or any of its Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Norbord Circular that was provided by ▇▇▇▇ ▇▇▇▇▇▇ or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authorities or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.

▇▇▇▇ ▇▇▇▇▇▇ and its legal counsel shall be given a reasonable opportunity to review and comment on the Norbord Circular and related documents, prior to the Norbord Circular being printed and mailed to Norbord Shareholders and filed with the Securities Authorities and reasonable consideration shall be given to any comments made by ▇▇▇▇ ▇▇▇▇▇▇ and its counsel, provided that all information relating to Norbord and its subsidiaries included in the Norbord Circular shall be in form and content reasonably satisfactory to Norbord and all information relating to ▇▇▇▇ ▇▇▇▇▇▇ and its subsidiaries included in the Norbord Circular shall be in form and content reasonably satisfactory to ▇▇▇▇ ▇▇▇▇▇▇.

Each Party shall promptly notify the other Party if at any time before the Effective Date, it becomes aware that the Norbord Circular contains a Misrepresentation, or that the Norbord Circular otherwise requires an amendment or supplement, and the Parties shall co-operate in the preparation of any amendment or supplement to the Norbord Circular, as required or appropriate, and Norbord shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Norbord Circular to Norbord Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

pursuant to Section 2.2(b), prior to the issuance of the Interim Order, the Court shall be advised as to the intention of Norbord and ▇▇▇▇ ▇▇▇▇▇▇ to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance

of ▇▇▇▇ ▇▇▇▇▇▇ Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement;

prior to the issuance of the Interim Order, Norbord shall file with the Court a copy of the proposed text of the Norbord Circular together with any other documents required by applicable Laws in connection with the Norbord Meeting;

the Court shall be required to satisfy itself as to the substantive and procedural fairness of each of the Arrangement and the issuance of the ▇▇▇▇ ▇▇▇▇▇▇ Shares pursuant to the Arrangement;

Norbord shall ensure that each Norbord Shareholder shall be given adequate and appropriate notice advising them of their right to attend the hearing of the Court for the Final Order to give approval to the Arrangement and providing them with sufficient information necessary for them to exercise that right;

all Norbord Shareholders entitled to receive ▇▇▇▇ ▇▇▇▇▇▇ Shares pursuant to the Arrangement shall be advised that the ▇▇▇▇ ▇▇▇▇▇▇ Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and shall be issued by ▇▇▇▇ ▇▇▇▇▇▇ in reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities Act and, in the case of affiliates of ▇▇▇▇ ▇▇▇▇▇▇, shall be subject to certain restrictions on resale under the United States securities Laws, including Rule 144 under the U.S. Securities Act;

the Interim Order approving the Norbord Meeting shall specify that each Person entitled to receive ▇▇▇▇ ▇▇▇▇▇▇ Shares pursuant to the Arrangement shall have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time;

the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as fair and reasonable to all Norbord Shareholders entitled to receive ▇▇▇▇ ▇▇▇▇▇▇ Shares pursuant to the Arrangement;

the Final Order shall include a statement to substantially the following effect:

the Court shall hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order.

▇▇▇▇ ▇▇▇▇▇▇ shall set the record date for ▇▇▇▇ ▇▇▇▇▇▇ Shareholders entitled to vote at the ▇▇▇▇ ▇▇▇▇▇▇ Meeting as promptly as practicable and, in any event, the record date shall be no later than December 11, 2020, and shall convene and conduct the ▇▇▇▇ ▇▇▇▇▇▇ Meeting in accordance with ▇▇▇▇ ▇▇▇▇▇▇’▇ constating documents and applicable Laws as soon as reasonably practicable, and in any event on or before January 31, 2021 and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the ▇▇▇▇ ▇▇▇▇▇▇ Meeting without the prior written consent of Norbord, except:

as required for quorum purposes; or

as required or permitted under Section 6.5 or Section 7.8(e).

▇▇▇▇ ▇▇▇▇▇▇ will use commercially reasonable efforts to schedule the ▇▇▇▇ ▇▇▇▇▇▇ Meeting on the same day as, and immediately following, the Norbord Meeting.

▇▇▇▇ ▇▇▇▇▇▇ will use commercially reasonable efforts to solicit proxies in favour of the approval of the ▇▇▇▇ ▇▇▇▇▇▇ Resolution, including, at ▇▇▇▇ ▇▇▇▇▇▇’▇ discretion or if so requested by Norbord (and at ▇▇▇▇ ▇▇▇▇▇▇’▇ sole expense), using the services of dealers and proxy solicitation service firms to solicit proxies in favour of the ▇▇▇▇ ▇▇▇▇▇▇ Resolution. ▇▇▇▇ ▇▇▇▇▇▇ shall instruct ▇▇▇▇ ▇▇▇▇▇▇’▇ transfer agent to report to Norbord and its designated Representatives on a daily basis on each of the last ten (10) Business Days prior to the ▇▇▇▇ ▇▇▇▇▇▇ Meeting as to the aggregate tally of the proxies received by ▇▇▇▇ ▇▇▇▇▇▇ in respect of the ▇▇▇▇ ▇▇▇▇▇▇ Resolution.

Except for non-substantive communications from any ▇▇▇▇ ▇▇▇▇▇▇ Shareholder (provided that communications from such ▇▇▇▇ ▇▇▇▇▇▇ Shareholders are not substantive in the aggregate), ▇▇▇▇ ▇▇▇▇▇▇ will promptly advise Norbord of any communication (written or oral) from any ▇▇▇▇ ▇▇▇▇▇▇ Shareholder in opposition to the ▇▇▇▇ ▇▇▇▇▇▇ Resolution.

Subject to Norbord’s compliance with Section 2.4(c), ▇▇▇▇ ▇▇▇▇▇▇ shall as promptly as practicable prepare and compile the ▇▇▇▇ ▇▇▇▇▇▇ Circular together with any other documents required by Law in connection with the ▇▇▇▇ ▇▇▇▇▇▇ Meeting and cause the ▇▇▇▇ ▇▇▇▇▇▇ Circular and such other documents to be filed and sent to each ▇▇▇▇ ▇▇▇▇▇▇ Shareholder and any other Person as required by Law.

▇▇▇▇ ▇▇▇▇▇▇ shall ensure that the ▇▇▇▇ ▇▇▇▇▇▇ Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the ▇▇▇▇ ▇▇▇▇▇▇ Circular does not contain any Misrepresentation (other than in each case with respect to any information relating to and provided by Norbord) and shall provide ▇▇▇▇ ▇▇▇▇▇▇ Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the ▇▇▇▇ ▇▇▇▇▇▇ Meeting. Without limiting the generality of the foregoing, the ▇▇▇▇ ▇▇▇▇▇▇ Circular will include: (i) a copy of the ▇▇▇▇ ▇▇▇▇▇▇ Fairness Opinions; (ii) the ▇▇▇▇ ▇▇▇▇▇▇ Board Recommendation, and (iii) a

statement that the officers and directors of ▇▇▇▇ ▇▇▇▇▇▇ intend to vote all of their respective ▇▇▇▇ ▇▇▇▇▇▇ Shares in favour of the ▇▇▇▇ ▇▇▇▇▇▇ Resolution, subject to the other terms of this Agreement and the ▇▇▇▇ ▇▇▇▇▇▇ Voting Agreements.

Norbord will furnish to ▇▇▇▇ ▇▇▇▇▇▇ all such information regarding Norbord and its affiliates as may be required by Law to be included in the ▇▇▇▇ ▇▇▇▇▇▇ Circular and other documents related thereto. Norbord shall ensure that no such information will include any Misrepresentation. Norbord hereby indemnifies and saves harmless ▇▇▇▇ ▇▇▇▇▇▇ and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which ▇▇▇▇ ▇▇▇▇▇▇ or any of its Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the ▇▇▇▇ ▇▇▇▇▇▇ Circular that was provided by Norbord or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authorities or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.

Norbord and its legal counsel shall be given a reasonable opportunity to review and comment on the ▇▇▇▇ ▇▇▇▇▇▇ Circular and related documents, prior to the ▇▇▇▇ ▇▇▇▇▇▇ Circular being printed and mailed to ▇▇▇▇ ▇▇▇▇▇▇ Shareholders and filed with the Securities Authorities and reasonable consideration shall be given to any comments made by Norbord and its counsel, provided that all information relating to ▇▇▇▇ ▇▇▇▇▇▇ and its subsidiaries included in the ▇▇▇▇ ▇▇▇▇▇▇ Circular shall be in form and content reasonably satisfactory to ▇▇▇▇ ▇▇▇▇▇▇ and all information relating to Norbord and its subsidiaries included in the ▇▇▇▇ ▇▇▇▇▇▇ Circular shall be in form and content reasonably satisfactory to Norbord.

Each Party shall promptly notify the other Party if at any time before the Effective Date, it becomes aware that the ▇▇▇▇ ▇▇▇▇▇▇ Circular contains a Misrepresentation, or that the ▇▇▇▇ ▇▇▇▇▇▇ Circular otherwise requires an amendment or supplement, and the Parties shall co-operate in the preparation of any amendment or supplement to the ▇▇▇▇ ▇▇▇▇▇▇ Circular, as required or appropriate, and ▇▇▇▇ ▇▇▇▇▇▇ shall promptly mail or otherwise publicly disseminate any amendment or supplement to the ▇▇▇▇ ▇▇▇▇▇▇ Circular to ▇▇▇▇ ▇▇▇▇▇▇ Shareholders and, if required by applicable Laws, file the same with the Securities Authorities and as otherwise required.

The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the Plan of Arrangement.

Norbord shall amend the Plan of Arrangement at any time and from time to time prior to the Effective Date, at the reasonable request of ▇▇▇▇ ▇▇▇▇▇▇, to modify any of its terms as determined to be necessary or desirable by ▇▇▇▇ ▇▇▇▇▇▇, acting reasonably, provided that no such amendment (i) is inconsistent with the Interim Order, the Final Order or this Agreement, (ii) is prejudicial to Norbord or the Norbord Shareholders in any respect, or (iii) creates a reasonable risk of delaying, impairing or impeding in any material respect the satisfaction of any conditions set forth in Article 6.

The Arrangement shall become effective on the date upon which ▇▇▇▇ ▇▇▇▇▇▇ and Norbord agree in writing as the Effective Date or, in the absence of such agreement, five Business Days following the satisfaction or waiver of all conditions to completion of the Arrangement set out in Sections 6.1, 6.2 and 6.3 of this Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver of those conditions as of the Effective Date by the applicable party for whose benefit such conditions exist) and the Arrangement shall be effective at the Effective Time on the Effective Date and will have all of the effects provided by applicable Law.

In accordance with the Plan of Arrangement, Norbord shall take all actions necessary so that, at the time specified in the Plan of Arrangement:

with respect to Norbord Options and Norbord RSUs held by the Norbord Continuing Executives and all outstanding Norbord DSUs, whether held by Norbord Continuing Executives, Norbord Departing Executives, or Norbord directors, such Incentive Securities will continue in full force and effect without amendment except as provided below and notwithstanding anything to the contrary in the Norbord Stock Option Plan, Legacy ▇▇▇▇▇▇▇▇▇ Option Plan, Norbord RSU Plan or Norbord DSU Plans or any applicable grant letter, employment agreement or any resolution or determination of the Norbord Board (or any committee thereof):

each Norbord Option outstanding immediately prior to the Effective Time shall, without any further action on the part of any holder thereof, be exchanged for an option (each, a “Replacement Option”) to acquire, on the same terms and conditions as were applicable under such Norbord Option immediately prior to the Effective Time, such number of ▇▇▇▇ ▇▇▇▇▇▇ Shares equal to (1) that number of Norbord Shares that were issuable upon exercise of such Norbord Option immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio, rounded down to the nearest whole number of ▇▇▇▇ ▇▇▇▇▇▇ Shares, at an exercise price per ▇▇▇▇ ▇▇▇▇▇▇ Share equal to the quotient determined by dividing (X) the exercise price per Norbord Share at which such Norbord Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent; provided that the exercise price of such Replacement Option shall be, and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In the Money Amount of such Replacement Option does not exceed the In the Money Amount (if any) of such Norbord Option before the exchange;

each Norbord RSU outstanding immediately prior to the Effective Time will remain outstanding on its existing terms (other than those terms and conditions rendered inoperative by reason of the Transaction) provided that the terms of such Norbord RSUs shall be deemed to be amended in accordance with the adjustment provisions of the Norbord RSU Plan so as to substitute for the Norbord Shares subject to such Norbord RSUs such number of ▇▇▇▇ ▇▇▇▇▇▇ Shares equal to (1) the number of Norbord Shares subject to the Norbord RSUs immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio, and provided that references in the Norbord RSU Plan to “Shares” will be to ▇▇▇▇ ▇▇▇▇▇▇ Shares; and

with respect to the Norbord DSUs:

any director fees earned, but not yet credited in the form of Norbord DSUs, in accordance with the Norbord DSU Plans, to a participating director, shall be credited in the form of Norbord DSUs to the applicable participating director on the Business Day immediately preceding the Effective Date (which day shall be the “Valuation Date” for purposes of the Norbord DSU Plans);

any salary earned, but not yet credited in the form of Norbord DSUs, in accordance with the Norbord DSU Plans, to a participating employee, shall be credited in the form of Norbord DSUs to the applicable participating employee on the day immediately preceding the Effective Date (which day shall be the “Salary Credit Date” for purposes of the Norbord DSU Plans); and

after giving effect to the credits in Section 2.11(a)(i)(C)(1) and Section 2.11(a)(i)(C)(2) above, each Norbord DSU outstanding immediately prior to the Effective Time, will remain outstanding on its existing terms provided that the terms of such Norbord DSUs shall be deemed to be amended in accordance with the adjustment provisions of the Norbord DSU Plans so as to substitute for the Norbord Shares subject to such Norbord DSUs such number of ▇▇▇▇ ▇▇▇▇▇▇ Shares equal to (1) the number of Norbord Shares subject to the Norbord DSUs immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio and provided that references in the Norbord DSU Plans to “Shares” will be to ▇▇▇▇ ▇▇▇▇▇▇ Shares;

with respect to Incentive Securities, other than Norbord DSUs, held by each of the Norbord Departing Executives, such Incentive Securities will be terminated in the manner provided below and notwithstanding anything to the contrary in the Norbord Stock Option Plan, Legacy ▇▇▇▇▇▇▇▇▇ Option Plan or Norbord RSU Plan or any applicable grant letter, employment agreement or any resolution or determination of the Norbord Board (or any committee thereof):

each Norbord Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the Norbord Stock Option Plan or the Legacy ▇▇▇▇▇▇▇▇▇ Option Plan, be surrendered by the holder thereof to Norbord in exchange for a cash payment by Norbord equal to (1) the number of Norbord Shares issuable upon exercise of such Norbord Option, multiplied by (2) the Payout Value, less (3) the applicable exercise price of such Norbord Option, and, for greater certainty, where such amount is zero or a negative Norbord shall be obligated to pay the holder of such Norbord Option a cash payment equal to $0.01 in respect of each such Norbord Option, and

thereafter each such Norbord Option shall immediately be cancelled and terminated; and

each Norbord RSU, whether vested or unvested, outstanding immediately prior to the Effective Time shall be cancelled in exchange for a cash payment equal to the Payout Value, and thereafter each such Norbord RSU shall immediately be cancelled and terminated,

Norbord will file an election in the prescribed form under subsection 110(1.1) of the Tax Act in respect of each holder of Norbord Options who would be entitled to a deduction pursuant to paragraph 110(1)(d) of the Tax Act and provide the holder of Norbord Options with evidence in writing of the election.

▇▇▇▇ ▇▇▇▇▇▇ will take all steps reasonably necessary to enable ▇▇▇▇ ▇▇▇▇▇▇ to issue the Replacement Options in accordance with the Plan of Arrangement and, following the completion of the Arrangement, to ensure that the ▇▇▇▇ ▇▇▇▇▇▇ Shares issuable upon the exercise of the Replacement Options be freely tradeable by the holders thereof, including by filing a Form S-8 with the SEC within a reasonable period of time following the Effective Date.

At least ten Business Days prior to the Effective Date, ▇▇▇▇ ▇▇▇▇▇▇ and Norbord will agree, each acting reasonably, upon a list containing the names, job titles and location of the Norbord Departing Executives. Any such Norbord Departing Executive will be terminated on a without cause basis following the Effective Time.

▇▇▇▇ ▇▇▇▇▇▇ and Norbord agree that ▇▇▇▇ ▇▇▇▇▇▇ shall make, or shall not impair, impede or delay Norbord from making, any and all payments owing to employees of Norbord and its subsidiaries pursuant to the Norbord AIP and the Norbord Profit Sharing Plans in respect of the 2020 fiscal year by February 28, 2021, consistent with past practice. For greater certainty, if such payments are made by Norbord prior to the Effective Time, the Parties agree that such payments shall not be a breach of Norbord’s obligations under this Agreement, including under Section 5.1.

▇▇▇▇ ▇▇▇▇▇▇ will permit persons (“Qualifying Holdco Shareholders”) that, (A) are resident in Canada for purposes of the Tax Act (including a “Canadian partnership”

as defined for the purposes of the Tax Act); (B) are not exempt from tax under Part I of the Tax Act; (C) are registered owners of Norbord Shares as of the date that is 10 days prior to the Norbord Meeting; and (D) elect in respect of such Norbord Shares, by notice in writing provided to ▇▇▇▇ ▇▇▇▇▇▇ (or the Depositary) not later than 5:00 p.m. (Toronto time) on the date that is 10 days prior to the Norbord Meeting (the “Holdco Election Date”), to sell all of the issued shares of a corporation (“Qualifying Holdco”), which shall not be comprised of more than one class of common shares, the terms and conditions of which shall be determined in consultation with ▇▇▇▇ ▇▇▇▇▇▇ (the “Holdco Alternative”), provided that:

such Qualifying Holdco was incorporated under the CBCA or in another Canadian jurisdiction satisfactory to ▇▇▇▇ ▇▇▇▇▇▇, acting reasonably, not earlier than the date of this Agreement;

such Qualifying Holdco is a single purpose corporation that has not carried on any business, has no employees, has not held or does not hold any assets other than Norbord Shares and a nominal amount of cash, has never entered into any transaction other than those relating to and necessary for the ownership of the Norbord Shares or, with ▇▇▇▇ ▇▇▇▇▇▇’▇ consent, such other transactions as are necessary to facilitate those transactions described in the Plan of Arrangement;

at the time of the acquisition of the Qualifying Holdco Shares by ▇▇▇▇ ▇▇▇▇▇▇ (the “Acquisition Time”), such Qualifying Holdco will have no liabilities or obligations of any kind whatsoever, absolute or contingent, accrued or accruing (except to ▇▇▇▇ ▇▇▇▇▇▇ under the terms of the Holdco Alternative), and nothing shall have occurred that, with the passage of time or the happening of events, could lead to such liabilities or obligations;

at the Acquisition Time, such Qualifying Holdco will not have unpaid declared dividends or other unpaid distributions of any description and, prior to the Acquisition Time, such Qualifying Holdco shall not have declared or paid any dividends or other distributions, other than one or more increases in stated capital, one or more stock dividends, a cash dividend financed with a daylight loan, which shall not be outstanding as of the Acquisition Time, or a dividend paid through the issuance of a promissory note with a determined principal amount and any such promissory note issued in relation to the payment of any such dividend shall no longer be outstanding as of the Acquisition Time;

at the Acquisition Time, such Qualifying Holdco shall have no shares outstanding other than the shares (the “Qualifying Holdco Shares”) being disposed of to ▇▇▇▇ ▇▇▇▇▇▇ by the Qualifying Holdco Shareholder, who shall be the sole registered and beneficial owner of such shares with good and valid title thereto free and clear of all Liens, and no other person shall have any option, warrant or other right to acquire any securities of or other interest of any description in such Qualifying Holdco, and the Qualifying Holdco shall be the sole registered and beneficial owner of its Norbord Shares with good and valid title thereto free and clear of all Liens;

at all times such Qualifying Holdco shall be a resident of Canada for the purposes of the Tax Act and shall not be a resident of, and shall have no taxable presence in, any other country;

such Qualifying Holdco shall have not more than three directors and three officers;

the Qualifying Holdco Shareholder shall at its cost and in a timely manner prepare and file all income Tax Returns of such Qualifying Holdco in respect of the taxation year of such Qualifying Holdco ending prior to the Acquisition Time, subject to ▇▇▇▇ ▇▇▇▇▇▇’▇ right to approve all such Tax Returns as to form and substance;

notwithstanding any other provision of this Agreement, the Qualifying Holdco Shareholder, and its ultimate controlling shareholder, shall indemnify ▇▇▇▇ ▇▇▇▇▇▇ and Norbord, and any successor thereof, for any and all liabilities of the Qualifying Holdco in respect of any matter in connection with the acquisition of such Qualifying Holdco Shares by ▇▇▇▇ ▇▇▇▇▇▇ that relates to the period prior to the Effective Time, together with any inaccuracies in the provisos or failure to comply with any of the covenants referenced in this Section 2.13, in a form satisfactory to ▇▇▇▇ ▇▇▇▇▇▇ and Norbord, each acting reasonably, such indemnities to survive the execution and delivery of this Agreement and the Effective Time;

the Qualifying Holdco Shareholder will provide ▇▇▇▇ ▇▇▇▇▇▇ with copies of all documents necessary to effect the transactions contemplated herein or ancillary thereto on or before the later of: (a) 5 days prior to the date of the Norbord Meeting or (b) the date that is 15 days prior to the Effective Date, as communicated by ▇▇▇▇ ▇▇▇▇▇▇ to the Qualifying Holdco Shareholder, the completion of which will comply with applicable Laws (including Securities Laws) at or prior to the Acquisition Time;

the entering into or implementation of the Holdco Alternative will not result in any delay in the Norbord Meeting, the mailing date of the Norbord Circular or the completion of the Arrangement, and will not impair, impede or delay completing any other transaction contemplated by this Agreement, and will not be, in the opinion of ▇▇▇▇ ▇▇▇▇▇▇, acting reasonably, prejudicial or adverse to ▇▇▇▇ ▇▇▇▇▇▇ or Norbord;

access to the books and records of such Qualifying Holdco shall have been provided on or before the later of: (a) 5 days prior to the date of the Norbord Meeting or (b) the date that is 15 days prior to Effective Date, as communicated by ▇▇▇▇ ▇▇▇▇▇▇ to the Qualifying Holdco Shareholder, and ▇▇▇▇ ▇▇▇▇▇▇ and its advisors shall have completed their due diligence regarding the business and affairs of such Qualifying Holdco;

the terms and conditions of such Holdco Alternative and the Holdco Agreements (as defined below) must be satisfactory to ▇▇▇▇ ▇▇▇▇▇▇ and Norbord in form and substance, each acting reasonably, and must include

representations, warranties and indemnities which are satisfactory to ▇▇▇▇ ▇▇▇▇▇▇ and Norbord, each acting reasonably;

the Qualifying Holdco Shareholder shall waive its Dissent Rights;

the Qualifying Holdco Shareholder will be required to pay all reasonable out-of-pocket expenses, including legal and accounting expenses, incurred by ▇▇▇▇ ▇▇▇▇▇▇ or Norbord in connection with the Holdco Alternative, including any reasonable costs associated with any due diligence conducted by ▇▇▇▇ ▇▇▇▇▇▇ or Norbord;

the Qualifying Holdco Shareholder and ▇▇▇▇ ▇▇▇▇▇▇ shall agree that ▇▇▇▇ ▇▇▇▇▇▇ or the Qualifying Holdco Shareholder may require that the Qualifying Holdco make the election provided in section 256(9) of the Tax Act in respect of the acquisition of control of the Qualifying Holdco by ▇▇▇▇ ▇▇▇▇▇▇;

at the Acquisition Time, performance of this Agreement by the Qualifying Holdco Shareholder, and the consummation of the transactions contemplated hereby, will not (i) contravene, conflict with, or result in any violation or breach of any provision of the articles or by-laws or constating documents of the Qualifying Holdco or Qualifying Holdco Shareholder (if applicable); (ii) contravene, conflict with or result in a violation or breach of any provision of any applicable Law or judgment, order, writ, injunction or decree of any regulatory authority or Governmental Entity having jurisdiction over the Qualifying Holdco or Qualifying Holdco Shareholder (if applicable); (iii) require any consent or other action by any person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, any provision of any contract to which the Qualifying Holdco or Qualifying Holdco Shareholder (if applicable) is a party or by which it or any of its properties or assets may be bound; or (iv) result in the creation or imposition of any Lien on the Norbord Shares held by the Qualifying Holdco or the shares of the Qualifying Holdco being sold to ▇▇▇▇ ▇▇▇▇▇▇ by the Qualifying Holdco Shareholder; and

at the Acquisition Time, unless prior written consent is obtained by ▇▇▇▇ ▇▇▇▇▇▇, such Qualifying Holdco will not have made any election or designation under the Tax Act or any Canadian provincial or territorial income tax legislation, other than eligible dividend designations and proper elections made under section 85 of the Tax Act and any Canadian provincial or territorial income tax legislation in connection with the transactions contemplated herein.

Any Qualifying Holdco Shareholder who elects the Holdco Alternative will be required to make full disclosure to ▇▇▇▇ ▇▇▇▇▇▇ and Norbord, by the later of (i) 5 days prior to the date of the Norbord Meeting, and (ii) the date that is 15 days prior to the Effective Date, of all transactions involved in such Holdco Alternative. In the event that the terms and conditions of or the transactions involved in such Holdco

Alternative are not satisfactory to ▇▇▇▇ ▇▇▇▇▇▇ in form and substance, acting reasonably, ▇▇▇▇ ▇▇▇▇▇▇ will consider reasonably any proposals put forward by the Qualifying Holdco Shareholder in structuring an alternative transaction in a manner satisfactory to ▇▇▇▇ ▇▇▇▇▇▇, acting reasonably. In the event that the terms and conditions of the transactions involved in such Holdco Alternative are not satisfactory to ▇▇▇▇ ▇▇▇▇▇▇, acting reasonably, and no alternative transactions can be agreed, no Holdco Alternative shall be offered and the other transactions contemplated by this Agreement shall be completed subject to the other terms and conditions hereof.

Each Qualifying Holdco Shareholder (and, as required by ▇▇▇▇ ▇▇▇▇▇▇, the Qualifying Holdco Shareholder’s ultimate controlling shareholder) that has elected the Holdco Alternative will be required to enter into a share purchase agreement and other ancillary documentation (collectively, the “Holdco Agreements”) providing for the acquisition of all issued and outstanding shares of the Qualifying Holdco by ▇▇▇▇ ▇▇▇▇▇▇ and for such other matters involving the Qualifying Holdco (including representations, warranties and indemnities reasonably acceptable to ▇▇▇▇ ▇▇▇▇▇▇ in form and substance) as are contemplated by the Plan of Arrangement in a form consistent with the foregoing. Failure of any Qualifying Holdco Shareholder to properly elect the Holdco Alternative on or prior to the Holdco Election Date or failure of any Qualifying Holdco Shareholder to properly enter into a Holdco Agreement will disentitle such Qualifying Holdco Shareholder from the Holdco Alternative. Upon request by a Qualifying Holdco Shareholder, ▇▇▇▇ ▇▇▇▇▇▇ may in its sole discretion agree to waive any of the requirements described in this Section 2.13.

Norbord covenants and agrees to use commercially reasonable efforts, as determined by Norbord in its sole discretion and provided such efforts do not impair, impede or delay completion of the Arrangement, to cooperate in providing any information that a Shareholder may reasonably request in determining whether it will elect the Holdco Alternative.

▇▇▇▇ ▇▇▇▇▇▇ shall take all necessary actions to ensure that upon the completion of the Arrangement, two current independent directors of Norbord will be appointed to the board of directors of ▇▇▇▇ ▇▇▇▇▇▇.

Norbord will cause each of the Norbord directors to resign as a director of Norbord as of the Effective Time, irrespective of whether such Norbord director will be appointed to the ▇▇▇▇ ▇▇▇▇▇▇ Board in connection with the completion of the Arrangement.

If on or after the date hereof and except pursuant to the Plan of Arrangement either Party: (i) splits, consolidates or reclassifies any of its issued and outstanding common shares; (ii) undertakes any other capital reorganization; or (iii) declares, sets aside or pays any dividend or other distribution to its common shareholders of record as of a time prior to the Effective Time (other than the declaration or payment of dividends as permitted under Section 5.1(k) or Section 5.2(j)), each Party shall, acting in good faith, agree to such adjustments to the Arrangement, including adjustments to the Exchange Ratio and adjustments to provide for the deduction and payment of a dividend, as necessary to provide the same economic effect as contemplated by this Agreement and to restore the original intention of the Parties in the circumstances (and in the case of any dividend or other distribution to shareholders, other than the dividends or distributions permitted under Section 5.1(k) or Section 5.2(j), the adjustment shall be based on the amount or value of any such dividend or other distribution and, in the case of a Norbord Excess Dividend, calculated in accordance with Section 2.17(b)), or, in the case of a ▇▇▇▇ ▇▇▇▇▇▇ Excess Dividend, calculated in accordance with Section 2.17(c).

If Norbord declares, sets aside or pays a Norbord Excess Dividend during the period between the date hereof and the Effective Time in accordance with Section 5.1(k), the Exchange Ratio will be adjusted to equal the following amount:

Adjusted Exchange Ratio = the Exchange Ratio, as adjusted to give effect to the Norbord Excess Dividend

Exchange Ratio = the Exchange Ratio, as then in effect prior to the adjustment for the Norbord Excess Dividend

Consideration Value = the amount of the Consideration Value, as then in effect prior to the adjustment for the Norbord Excess Dividend

Norbord Excess Dividend Amount = the aggregate amount of the Norbord Excess Dividend (which amount will be the total amount of Norbord Excess Dividend without deduction of the $0.60 per share threshold), as calculated on a per Norbord Share basis with reference to the number of issued and outstanding Norbord Shares as of the date of this Agreement, minus, the amount by which $0.60 per fiscal quarter exceeds any regular quarterly dividend declared by Norbord after the date hereof and prior to the Effective Date;

To the extent that ▇▇▇▇ ▇▇▇▇▇▇ declares, sets aside or pays a ▇▇▇▇ ▇▇▇▇▇▇ Excess Dividend during the period between the date hereof and the Effective Time in accordance with Section 5.2(j), the Exchange Ratio will be adjusted to equal the following amount:

Adjusted Exchange Ratio = the Exchange Ratio, as adjusted to give effect to the ▇▇▇▇ ▇▇▇▇▇▇ Excess Dividend

Exchange Ratio = the Exchange Ratio, as then in effect prior to the adjustment for the ▇▇▇▇ ▇▇▇▇▇▇ Excess Dividend

Consideration Value = the amount of the Consideration Value, as then in effect prior to the adjustment for the ▇▇▇▇ ▇▇▇▇▇▇ Excess Dividend

▇▇▇▇ ▇▇▇▇▇▇ Excess Dividend Amount = the aggregate amount of the ▇▇▇▇ ▇▇▇▇▇▇ Excess Dividend (which amount will be the total amount of ▇▇▇▇ ▇▇▇▇▇▇ Excess Dividend without deduction of the $0.30 per share threshold), as calculated on a per ▇▇▇▇ ▇▇▇▇▇▇ Share basis with reference to the number of issued and outstanding ▇▇▇▇ ▇▇▇▇▇▇ Shares as of the date of this Agreement, minus, the amount by which $0.30 per fiscal quarter exceeds any regular quarterly dividend declared by ▇▇▇▇ ▇▇▇▇▇▇ after the date hereof and prior to the Effective Date;

(i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) split, combine or reclassify any shares in the capital of Norbord or any of its subsidiaries; (iii) except in relation to internal transactions solely involving Norbord and its wholly-owned subsidiaries or solely among such wholly-

owned subsidiaries, issue, grant, deliver, sell or pledge, or agree to issue, grant, deliver, sell or pledge, any shares in the capital of Norbord or its subsidiaries, or any rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares or other securities of Norbord or its subsidiaries, other than the issuance of Norbord Shares pursuant to the terms of the Norbord Options outstanding on the date hereof, the issuance of Norbord DSUs to participating directors and employees of Norbord as regularly scheduled under the Norbord DSU Plans and secondary market purchases of Norbord Shares in accordance with the Norbord ESSP; (iv) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding securities of Norbord or any of its subsidiaries, other than secondary market purchases of Norbord Shares in accordance with the Norbord ESSP and the redemption of Norbord RSUs or Norbord DSUs pursuant to the terms of the Norbord RSU Plans or Norbord DSU Plans, as applicable, on the date hereof; (v) amend the terms of any of its securities; (vi) reduce the stated capital of any of its securities; (vii) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of Norbord or any of its subsidiaries; (viii) amend its accounting policies or adopt new accounting policies, in each case except as required in accordance with IFRS or other applicable Laws; (ix) (A) make or rescind any material Tax election, amend, in any manner adverse to Norbord, any Tax Return, settle or compromise any material liability for Taxes or change or revoke any of its methods of Tax accounting, or (B) take any action with respect to the computation of Taxes or the preparation of Tax Returns that is in any material respect inconsistent with past practice; or (x) enter into any agreement with respect to any of the foregoing;

reorganize, amalgamate, consolidate or merge with any Person;

(i) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or otherwise transfer, in whole or in part, any asset with a transaction value in excess of $5 million, other than in accordance with the Norbord Capital Plan (which for the avoidance of doubt, shall not be considered to include the disposal by Norbord or any subsidiary of obsolete assets or the sale by Norbord or any subsidiary of accounts receivable or inventory in the Ordinary Course of business) or in relation to internal transactions solely involving Norbord and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests, business, corporation, partnership or other business organization or division thereof, or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person, or acquire any license rights, other than (a) the acquisition of any raw materials in the Ordinary Course of business, (b) pursuant to a Contract in existence on the date hereof, (c) pursuant to acquisitions in the Ordinary Course of business not in excess of $5 million in purchase price (including any related debt financing described in clause (iii) of this Section 5.1(c) in the aggregate) or otherwise in accordance with the Norbord Capital Plan or (d) in relation to internal transactions solely involving Norbord and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (iii) incur, create, assume or otherwise become liable for, any indebtedness for borrowed money or any other liability or

obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, or make any loans, capital contributions, investments or advances, in an amount, on a per transaction or series of related transactions basis, in excess of $10 million in the aggregate, other than (a) pursuant to a Contract in existence on the date hereof, (b) in connection with acquisitions permitted under clause (ii) of this Section 5.1(c) or (c) in relation to internal transactions solely involving Norbord and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (iv) prepay any long-term indebtedness before its scheduled maturity; (v) take any action that would result in any material amendment, modification or change of any term of any Financial Indebtedness of Norbord, other than in relation to internal transactions solely involving Norbord and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (vi) waive, release, grant or transfer any rights of material value; or (vii) authorize or propose any of the foregoing or enter into any agreement to do any of the foregoing;

other than as is necessary to comply with the terms of this Agreement, applicable Laws or any Contract or Employee Plan in effect as of the date hereof or disclosed in Section 5.1(h) of the Norbord Disclosure Letter:

provide for accelerated vesting, removal of restrictions or an exercise of any stock based or stock related awards (including stock options, stock appreciation rights, deferred share units, performance units and restricted share awards) upon a change of control occurring on or prior to the Effective Time;

make any payment to a holder of Incentive Securities in consideration for the extinguishment or termination of the Incentive Securities;

grant any stock options under the Norbord Stock Option Plan;

make any adjustment to the exercise price of any outstanding stock options or other payment or grant of consideration in respect of any payment by Norbord of any dividends;

grant any RSUs, other than RSUs granted to the holders of outstanding RSUs to the extent that such holders are entitled to be credited with additional RSUs with respect to dividends declared and paid by Norbord prior to the Effective Date in accordance with this Agreement; or

grant any DSUs, other than DSUs granted to the holders of outstanding DSUs to the extent that such holders are entitled to be credited with additional DSUs with respect to dividends declared and paid by Norbord prior to the Effective Date in accordance with this Agreement and DSUs credited pursuant to outstanding elections to receive DSUs in lieu of salary and bonus or directors fees that have been made by employees or directors of Norbord consistent Norbord’s disclosed compensation policies;

other than in the Ordinary Course of business consistent with past practice or as is necessary to comply with the terms of this Agreement, applicable Laws or any Contract or Employee Plan in effect as of the date hereof or disclosed in Section 5.1(h) of the Norbord Disclosure Letter:

grant to any officer, director, or employee of Norbord or any of its subsidiaries an increase in compensation in any form, or grant any general salary increase;

make any loan to any officer, employee, consultant or director of Norbord or any of its subsidiaries;

take any action with respect to the grant of any severance, change of control, retention, bonus or termination pay to, or enter into, establish, amend or terminate any employment agreement, deferred compensation or other similar agreement with, or hire, or terminate employment (except for just cause or poor performance, and the backfill of those positions in the Ordinary Course) of, any officer or director of Norbord or any of its subsidiaries;

materially increase any benefits payable under or materially amend any Employee Plan;

increase bonus levels or other benefits payable to any director, executive officer, consultant or employee of Norbord or any of its subsidiaries; or

establish, adopt or amend (except as required by applicable Law) any collective bargaining agreement or other agreement with a labour union;

settle, pay, discharge, satisfy, compromise, waive, assign or release (i) any action, claim or proceeding brought against Norbord and/or any of its subsidiaries in excess of $5 million (except where the action, claim or proceeding is insured and Norbord’s contribution does not exceed its deductible); or (ii) any action, claim or proceeding brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Plan of Arrangement;

enter into any agreement or arrangement that limits or otherwise restricts in any material respect Norbord or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect Norbord or any of its affiliates from competing in any manner;

waive, release or assign any material rights, claims or benefits of Norbord or any of its subsidiaries;

other than in the Ordinary Course of business or as is necessary to comply with applicable Laws or any Contract or Employee Plan in effect as of the date hereof or disclosed in Section 5.1(d) of the Norbord Disclosure Letter: (i) modify or amend in any material respect adverse to Norbord, transfer or terminate any Material Contract or waive, release or assign any material rights or claims thereto or

thereunder; or (ii) enter into any contract or agreement that would be a Material Contract if in effect on the date hereof;

take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted or as proposed to be conducted, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for material Authorizations;

declare, set aside or pay any dividends or other distribution (whether in cash, shares or property, or any combination thereof) on the Norbord Shares, other than in accordance with the following:

quarterly dividends to be paid in accordance with the variable dividend policy and dividend payment schedule of Norbord currently in effect, provided that if such dividends exceed the amount of $0.60 per Norbord Share per quarter, then such dividend shall be a Norbord Excess Dividend;

it will be a condition to the declaration and payment of any Norbord Excess Dividend that:

the Norbord Excess Dividend will be declared no earlier than five Business Days prior to the Effective Time, and will be paid in full prior to the Effective Time;

there will only be one Norbord Excess Dividend declared and/or paid prior to the Effective Time;

the adjustment provisions of Section 2.17 shall apply; and

the conditions in Sections 5.1(k)(iii) and (iv) will be complied with;

it will be a condition to the declaration and payment of any Norbord Excess Dividend that Norbord will have sufficient cash available for distribution to pay such Norbord Excess Dividend and, specifically:

Norbord will not fund the cash for payment of any Norbord Excess Dividend through any borrowing, advance, loan or other liability under Norbord’s credit facilities or any other debt or debt like arrangements (including the accounts receivable securitization program);

payment of any Norbord Excess Dividend will not result in Norbord having any Financial Indebtedness in excess of that recorded on Norbord’s October 3, 2020 balance sheet;

Norbord will not defer or delay any ongoing capital plans, including the plans set out in the Norbord Capital Plan referenced in the Arrangement Agreement, or the payment of expenses thereunder or the payment of any accounts payable which will be paid when due in the ordinary course in a manner consistent with past practice;

Norbord will ensure that the payment of the Norbord Excess Dividend would not result in Norbord having cash on hand at the Effective Time of less than $50 million, plus the amount of cash required to pay after the Effective Time all amounts that would be payable by Norbord and its subsidiaries in respect of taxes for the 2020 tax year to the extent that Norbord has not fully paid such taxes through installment payments, which cash will not be funded through any borrowing, advance, loan or other liability under Norbord’s credit facilities or any other debt or debt like arrangements (the “Norbord Tax Installment Deficiency”); and

payment of the Norbord Excess Dividend would not be prohibited under the CBCA;

in the event that Norbord proposes to proceed with the declaration of a Norbord Excess Dividend, it will provide written notice of such proposal to ▇▇▇▇ ▇▇▇▇▇▇ no less than five Business Days prior to the date of declaration of the proposed Norbord Excess Dividend (a “Norbord Excess Dividend Notice”). Each Norbord Excess Dividend Notice will include (i) the amount of any proposed Norbord Excess Dividend and the proposed adjustment to the Exchange Ratio under Section 2.17, along with a certificate of an officer certifying compliance with the covenants on interim dividends, (ii) the cash and Financial Indebtedness position of Norbord and the estimated Norbord Tax Installment Deficiency as of a date within ten Business Days of the date of the Norbord Excess Dividend Notice, and (iii) Norbord’s estimate of the Effective Time. ▇▇▇▇ ▇▇▇▇▇▇ will review the proposed adjustment and provide within three Business Days, as calculated from the date of its receipt of the Excess Dividend Notice, a notice either (A) confirming its agreement with the proposed adjustment, (B) providing notice that it disagrees with the proposed adjustment and the reasons it is not accordance with the Arrangement Agreement or that it disagrees that the conditions to the payment of the Norbord Excess Dividend have been satisfied and the reasons for such disagreement, or (C) providing its notice that it disagrees with Norbord’s estimate of the Effective Time; and

Norbord RSUs and Norbord DSUs credited to applicable directors and employees to reflect dividends paid on the Norbord Shares pursuant to the terms of the Norbord RSU Plan and the Norbord DSU Plans, respectively;

make or commit to make capital expenditures, in the aggregate, in excess of $5 million above forecasted capital expenditures disclosed in the Norbord Capital Plan; or

agree, resolve or commit to do any of the foregoing.

(i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) split, combine or reclassify any shares in the capital of ▇▇▇▇ ▇▇▇▇▇▇ or any of its subsidiaries; (iii) except in relation to internal transactions solely involving ▇▇▇▇ ▇▇▇▇▇▇ and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries, issue, grant, deliver, sell or pledge, or agree to issue, grant, deliver, sell or pledge, any shares in the capital of ▇▇▇▇ ▇▇▇▇▇▇ or its subsidiaries, or any rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares or other securities of ▇▇▇▇ ▇▇▇▇▇▇ or its subsidiaries, other than the issuance of ▇▇▇▇ ▇▇▇▇▇▇ Shares pursuant to the terms of the ▇▇▇▇ ▇▇▇▇▇▇ Options outstanding on the date hereof, the issuance of ▇▇▇▇ ▇▇▇▇▇▇ DS Units to directors and employees of ▇▇▇▇ ▇▇▇▇▇▇ as regularly scheduled under the ▇▇▇▇ ▇▇▇▇▇▇ DSU Plan; (iv) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding securities of West

Fraser or any of its subsidiaries, other than secondary market purchases of ▇▇▇▇ ▇▇▇▇▇▇ Shares in accordance with the ▇▇▇▇ ▇▇▇▇▇▇ normal course issuer bid and consistent with past practice; (v) amend the terms of any of its securities; (vi) reduce the stated capital of any of its securities; (vii) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of ▇▇▇▇ ▇▇▇▇▇▇ or any of its subsidiaries; (viii) amend its accounting policies or adopt new accounting policies, in each case except as required in accordance with IFRS or other applicable Laws; (ix) (A) make or rescind any material Tax election, amend, in any manner adverse to ▇▇▇▇ ▇▇▇▇▇▇, any Tax Return, settle or compromise any material liability for Taxes or change or revoke any of its methods of Tax accounting, or (B) take any action with respect to the computation of Taxes or the preparation of Tax Returns that is in any material respect inconsistent with past practice; or (x) enter into any agreement with respect to any of the foregoing;

reorganize, amalgamate, consolidate or merge with any Person;

(i) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or otherwise transfer, in whole or in part, any asset with a transaction value in excess of $5 million, other than in accordance with the ▇▇▇▇ ▇▇▇▇▇▇ Capital Plan (which for the avoidance of doubt, shall not be considered to include the disposal by ▇▇▇▇ ▇▇▇▇▇▇ or any subsidiary of obsolete assets or the sale by ▇▇▇▇ ▇▇▇▇▇▇ or any subsidiary of accounts receivable or inventory in the Ordinary Course of business) or in relation to internal transactions solely involving ▇▇▇▇ ▇▇▇▇▇▇ and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests, business, corporation, partnership or other business organization or division thereof, or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person, or acquire any license rights, other than (a) the acquisition of any raw materials in the Ordinary Course of business (b) pursuant to a Contract in existence on the date hereof, (c) pursuant to acquisitions in the Ordinary Course of business not in excess of $5 million in purchase price (including any related debt financing described in clause (iii) of this Section 5.2(c) in the aggregate) or otherwise in accordance with the ▇▇▇▇ ▇▇▇▇▇▇ Capital Plan, or (d) in relation to internal transactions solely involving ▇▇▇▇ ▇▇▇▇▇▇ and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (iii) incur, create, assume or otherwise become liable for, any indebtedness for borrowed money or any other liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, or make any loans, capital contributions, investments or advances, in an amount, on a per transaction or series of related transactions basis, in excess of $10 million in the aggregate, other than (a) pursuant to a Contract in existence on the date hereof, (b) in connection with acquisitions permitted under clause (ii) of this Section 5.2(c) or (c) in relation to internal transactions solely involving ▇▇▇▇ ▇▇▇▇▇▇ and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (iv) prepay any long-term indebtedness before its scheduled maturity; (v) take any action that would result in any material amendment, modification or change of any term of any Financial

Indebtedness of ▇▇▇▇ ▇▇▇▇▇▇, other than in relation to internal transactions solely involving ▇▇▇▇ ▇▇▇▇▇▇ and its wholly-owned subsidiaries or solely among such wholly-owned subsidiaries; (vi) waive, release, grant or transfer any rights of material value; or (vii) authorize or propose any of the foregoing or enter into any agreement to do any of the foregoing;

other than in the Ordinary Course of business consistent with past practice or as is necessary to comply with the terms of this Agreement, applicable Laws or any Contract or Employee Plan in effect as of the date hereof or disclosed in Section 4.1(h) of the West Fraser Disclosure Letter (i) grant to any officer, director or employee of West Fraser or any of its subsidiaries an increase in compensation in any form, or grant any general salary increase; (ii) make any loan to any officer, employee, consultant or director of West Fraser or any of its subsidiaries; (iii) take any action with respect to the grant of any severance, change of control, retention, bonus or termination pay to, or enter into, establish, amend or terminate any employment agreement, deferred compensation or other similar agreement with, or hire, or terminate employment (except for just cause or poor performance, and the backfill of those positions in the Ordinary Course) of, any officer or director of West Fraser or any of its subsidiaries; (iv) materially increase any benefits payable under or materially amend any Employee Plan; (v) increase bonus levels or other benefits payable to any director, executive officer, consultant or employee of West Fraser or any of its subsidiaries; (vi) provide for accelerated vesting, removal of restrictions or an exercise of any stock based or stock related awards (including stock options, stock appreciation rights, deferred share units, performance units and restricted share awards) upon a change of control occurring on or prior to the Effective Time; (vii) establish, adopt or amend (except as required by applicable Law) any collective bargaining agreement or other agreement with a labour union; or (viii) make any payment to a holder of West Fraser Incentive Securities in consideration for the extinguishment or termination of the West Fraser Incentive Securities;

settle, pay, discharge, satisfy, compromise, waive, assign or release (i) any action, claim or proceeding brought against West Fraser and/or any of its subsidiaries in excess of $5 million (except where the action, claim or proceeding is insured and West Fraser’s contribution does not exceed its deductible); or (ii) any action, claim or proceeding brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Plan of Arrangement;

enter into any agreement or arrangement that limits or otherwise restricts in any material respect West Fraser or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect West Fraser or any of its affiliates from competing in any manner;

waive, release or assign any material rights, claims or benefits of West Fraser or any of its subsidiaries;

other than in the Ordinary Course of business or as is necessary to comply with applicable Laws or any Contract or Employee Plan in effect as of the date hereof

or disclosed in Section 5.2(d) of the West Fraser Disclosure Letter: (i) modify or amend in any material respect adverse to West Fraser, transfer or terminate any Material Contract or waive, release or assign any material rights or claims thereto or thereunder; or (ii) enter into any contract or agreement that would be a Material Contract if in effect on the date hereof;

take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of rights under, any material Authorizations necessary to conduct its businesses as now conducted or as proposed to be conducted, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for material Authorizations;

declare, set aside or pay any dividends or other distribution (whether in cash, shares or property, or any combination thereof) on the West Fraser Shares and West Fraser Class B Shares, other than:

quarterly dividends to be paid in accordance with the dividend policy and dividend payment schedule of West Fraser currently in effect, provided that if such dividends exceed $0.30 per West Fraser Share per quarter, then such dividend shall be a West Fraser Excess Dividend;

it will be a condition to the declaration and payment of any West Fraser Excess Dividend that:

the West Fraser Excess Dividend will be declared no earlier than five Business Days prior to the Effective Time, and will be paid in full prior to the Effective Time;

there will only be one West Fraser Excess Dividend declared and/or paid prior to the Effective Time;

the adjustment provisions of Section 2.17 shall apply; and

the conditions in Sections 5.2(j)(iii) and (iv) will be complied with;

it will be a condition to the declaration and payment of any West Fraser Excess Dividend that West Fraser will have sufficient cash available for distribution to pay such West Fraser Excess Dividend and, specifically:

West Fraser will not fund the cash for payment of any West Fraser Excess Dividend through any borrowing, advance, loan or other liability under West Fraser’s credit facilities or any other debt or debt like arrangements (including the accounts receivable securitization program);

payment of any West Fraser Excess Dividend will not result in West Fraser having any Financial Indebtedness in excess of that recorded on West Fraser’s September 30, 2020 balance sheet;

West Fraser will not defer or delay any ongoing capital plans, including the plans set out in the West Fraser Capital Plan referenced in the Arrangement Agreement, or the payment of expenses thereunder or the payment of any accounts payable which will be paid when due in the ordinary course in a manner consistent with past practice;

West Fraser will ensure that the payment of the West Fraser Excess Dividend would not result in West Fraser having cash on hand at the Effective Time of less than $50 million, plus the amount of cash required to pay after the Effective Time all amounts that would be payable by West Fraser and its subsidiaries in respect of taxes for the 2020 tax year to the extent that West Fraser has not fully paid such taxes through installment payments, which cash will not be funded through any borrowing, advance, loan or other liability under West Fraser’s credit facilities or any other debt or debt like arrangements (the “West Fraser Tax Installment Deficiency”); and

payment of the West Fraser Excess Dividend would not be prohibited under the Business Corporations Act (British Columbia).

in the event that West Fraser proposes to proceed with the declaration of a West Fraser Excess Dividend, it will provide written notice of such proposal to Norbord no less than five Business Days prior to the date of declaration of the proposed West Fraser Excess Dividend (a “West Fraser Excess Dividend Notice”). Each West Fraser Excess Dividend Notice will include (i) the amount of any proposed West Fraser Excess Dividend and the proposed adjustment to the Exchange Ratio under Section 2.17, along with a certificate of an officer certifying compliance with the covenants on interim dividends, (ii) the cash and Financial Indebtedness position of West Fraser and the estimated West Fraser Tax Installment Deficiency as of a date within ten Business Days of the date of the West Fraser Excess Dividend Notice, and (iii) West Fraser’s estimate of the Effective Time. Norbord will review the proposed adjustment and provide within three Business Days, as calculated from the date of its receipt of the Excess Dividend Notice, notice either (A) confirming its agreement with the proposed adjustment, (B) providing notice that it disagrees with the proposed adjustment and the reasons it is not accordance with the Arrangement Agreement or that it disagrees that the conditions to the payment of the West Fraser Excess Dividend have been satisfied and the reasons for such disagreement, or (C) providing its notice that it disagrees with West Fraser’s estimate of the Effective Time; and

dividend equivalents granted pursuant to the terms of the West Fraser DS Units, West Fraser RS Units and West Fraser PS Units;

make or commit to make capital expenditures, in the aggregate, in excess of $5 million above forecasted capital expenditures disclosed in the West Fraser Capital Plan; or

agree, resolve or commit to do any of the foregoing.

it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Plan of Arrangement, including using commercially reasonable efforts to promptly:

obtain all necessary waivers, consents, and approvals required to be obtained by it from parties to the Material Contracts to which it is Party;

co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder; and

obtain all necessary and material Regulatory Approvals as are required to be obtained by such party and its subsidiaries under applicable Laws, including promptly taking any and all steps necessary to obtain the Key Regulatory Approvals; and

it shall not take any action, refrain from taking any action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to, individually or in the aggregate, materially delay or materially impede the making or completion of the Plan of Arrangement. Without limiting the generality of the foregoing, it will not take any action or enter into any transaction, or any agreement to effect any transaction, that might reasonably be expected to make it more difficult or to increase the time required to obtain or increase the risk of not obtaining the Key Regulatory Approvals or otherwise

prevent, delay or impede the consummation of the transactions contemplated by this Agreement.

Each of Norbord and West Fraser shall, as promptly as practicable after the execution of this Agreement and other than as expressly contemplated by this Agreement:

make, or cause to be made, all filings and submissions applicable to it under all Laws applicable to complete the Transaction in accordance with the terms of this Agreement,

use its commercially reasonable efforts to obtain, or cause to be obtained, all Regulatory Approvals, including the Key Regulatory Approvals, as necessary or advisable to be obtained in order to complete the Transaction, and

use its commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement.

With respect to the Key Regulatory Approvals:

each of the Parties shall, as promptly as practicable after the date of this Agreement, make, or cause to be made, all filings and submissions, and submit all documentation and information that is required to obtain the Key Regulatory Approvals, which will include the following filings to be completed within the following timeframes:

as promptly as practicable after the date of this Agreement and no later than December 2, 2020 or such later date as the Parties may agree, the Parties will prepare and file with the Commissioner of Competition with respect to the transactions contemplated by this Agreement a request for an advance ruling certificate under section 102 of the Competition Act or, in the alternative, a “No Action” letter and a waiver under s. 113(c) of the Competition Act;

as promptly as practicable after the date of this Agreement and no later than December 2, 2020 or such later date as the Parties may agree, prepare and file with the Commissioner of Competition with respect to the transactions contemplated by this Agreement a notification under Part IX of the Competition Act;

file, as promptly as practicable after the date of this Agreement, and with respect to any required filings pursuant to the HSR Act, no later than December 2, 2020 or such later date as the Parties may agree, any other filings or notifications under any other applicable Competition Laws that the Parties may mutually agree to be required

or appropriate to consummate the transactions contemplated by this Agreement; and

file, as promptly as practicable after the date of this Agreement, any other filings or notifications under any other applicable federal, provincial, state or foreign Law required to obtain any other Key Regulatory Approvals;

each Party will use its commercially reasonable efforts to satisfy all requests for additional information and documentation (including responding to any “supplementary information request” or “second request” for additional information and documentary material under the Competition Act and HSR Act, respectively) received under or pursuant to those filings, submissions and the applicable legislation and any orders or requests made by any Governmental Entity under such legislation;

all filing fees (including any Taxes thereon) in respect of any filing made to any Governmental Entity in respect of any Key Regulatory Approvals shall be paid equally by the Parties;

the Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with the Key Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions and approvals and the preparation of any documents reasonably deemed by either of them to be necessary to discharge their respective obligations or otherwise advisable under applicable Laws in connection with this Agreement or the Plan of Arrangement, including providing each other with advance copies and a reasonable opportunity to comment on all notices, information, submissions, correspondence, filings, presentations, applications, plans, consent agreements and other documents, and all pre-existing business records or other documents, supplied to or filed with any Governmental Entity, including considering in good faith any suggestions made by the other Party and its counsel; provided, however, that information indicated by either Party to be competitively sensitive shall be provided on an external counsel-only basis;

each Party will promptly notify the other Party of any substantive communications from or with any Governmental Entity with respect to the transactions contemplated hereby and will use its commercially reasonable efforts to ensure to the extent permitted by Law that the other Party, or their external counsel where appropriate, is involved in any substantive communications and invited to attend meetings with, or other appearances before, any Governmental Entity with respect to the transactions contemplated hereby. No party hereto shall independently participate in any meeting or substantive conference call with any Governmental Entity in respect of any such filings, investigation or other inquiry without giving the other party prior notice of the meeting or substantive conference call and, to the extent permitted by such Governmental Entity, the opportunity to attend or participate. To the extent permissible under applicable Law, the

parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under Competition Laws; provided, that such materials may be redacted as necessary to comply with applicable Law. To the extent that any information or documentation is deemed to be competitively sensitive by a Party, acting reasonably, such information may be provided on a confidential and privileged basis to external counsel only, provided that nothing in this Agreement requires a Party to share with the other Party or its external counsel any information that relates to the valuation of the transactions contemplated by this Agreement. Such materials and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers or directors of the recipient without the advance written consent of the party providing such materials; and

no Party shall extend or consent to any extension of the waiting period under the Competition Act or enter into any agreement with the Commissioner of Competition to not consummate the Arrangement, except with the written consent of the other Party, acting reasonably;

No Party shall enter into any transaction, investment, agreement, arrangement or joint venture or take any other action, the effect of which would reasonably be expected to make obtaining the Regulatory Approvals materially more difficult or challenging, or reasonably be expected to materially delay the obtaining of the Regulatory Approvals.

Notwithstanding anything in this Agreement to the contrary and in connection with obtaining the Key Regulatory Approvals, in no event will either Party be obligated to take or to commit to take any remedial action that, in the reasonable judgement of either Party, could be expected to materially limit the right of West Fraser to own, retain, control, operate, or exploit any production or manufacturing facility or any asset material to the operation of such facility of the Parties or any of their respective subsidiaries (which will include Norbord and its subsidiaries on a post-Transaction basis).

except as expressly contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to:

effect all necessary registrations, filings and submissions of information required by Governmental Entities from Norbord or any of its subsidiaries relating to the Arrangement;

obtain and maintain all third party waivers, consents and approvals required to be obtained by Norbord or any of its subsidiaries in connection with the Arrangement from other parties to Contracts with Norbord or its subsidiaries; and

defend all lawsuits or legal proceedings against Norbord or any of its subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby until Norbord and/or any of its subsidiaries, as applicable, has exhausted all rights of appeal, and coordinate and cooperate with West Fraser in any defense pursuant to this Section 5.5(a)(iii) or Section 5.6(a)(iv).

Norbord shall promptly notify West Fraser in writing of:

any Material Adverse Effect in respect of Norbord or any change, effect, event, development, circumstance or state of facts that could reasonably be expected to have a Material Adverse Effect in respect of Norbord;

any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement;

any notice or other communication from any material supplier, marketing partner, customer, distributor or reseller to the effect that such material supplier, marketing partner, customer, distributor or reseller is terminating, may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with Norbord or any of its subsidiaries as a result of this Agreement or the Arrangement; or

any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Norbord, its subsidiaries or the assets of Norbord.

Except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, West Fraser shall, and shall cause its subsidiaries to, use commercially reasonable efforts to:

effect all necessary registrations, filings and submissions of information required by Governmental Entities from West Fraser or any of its subsidiaries relating to the Arrangement;

prior to the completion of the Arrangement, obtain conditional approval of the listing and posting for trading on the TSX of the West Fraser Shares to be issued as the Consideration, subject only to satisfaction of the customary listing conditions of the TSX;

obtain and maintain all third party waivers, consents and approvals required to be obtained by West Fraser or a subsidiary in connection with the Arrangement from other parties to Contracts with West Fraser or its subsidiaries; and

defend all lawsuits or legal proceedings against it or any of its subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby until West Fraser and/or any of its subsidiaries, as applicable, has exhausted all rights of appeal, and coordinate and cooperate with Norbord in any defense pursuant to this Section 5.6(a)(iv) or Section 5.5(a)(iii).

West Fraser shall use its commercially reasonable efforts to cause the West Fraser Shares, including the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement (subject to official notice of issuance), to be approved for listing on the NYSE on or prior to the Effective Date.

West Fraser shall promptly notify Norbord in writing of:

any Material Adverse Effect in respect of West Fraser or any change, effect, event, development, circumstance or state of facts that could reasonably be expected to have a Material Adverse Effect in respect of West Fraser;

any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement; or

any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting West Fraser, its subsidiaries or the assets of West Fraser, in each case to the extent that such filing, actions, suits, claims, investigations or proceedings would reasonably be expected to impair, impede, materially delay or prevent West Fraser from performing its obligations under this Agreement.

Subject to Section 5.8(b), Norbord agrees that, upon request of West Fraser, Norbord shall use its commercially reasonable efforts to (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as West Fraser may request prior to the Effective Date, acting reasonably (each a “Pre-Acquisition Reorganization”), and the Plan of Arrangement, if required, shall be modified accordingly, and (ii) cooperate with West Fraser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken; provided that the completion of a Pre-Acquisition Reorganization shall not be a condition to the consummation of the Arrangement.

Norbord and its Subsidiaries will not be obligated to participate in any Pre-Acquisition Reorganization under Section 5.8(a) unless such Pre-Acquisition Reorganization in the opinion of Norbord, acting reasonably:

cannot reasonably be expected to result in any Taxes being imposed on, or any adverse Tax consequences to the Norbord Shareholders incrementally greater than the Taxes to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization;

is not prejudicial to Norbord or its securityholders in any material respect;

does not require Norbord to obtain the approval of securityholders of Norbord or proceed absent any required consent of any third party (including any Regulatory Approval);

does not unreasonably interfere with Norbord’s or its subsidiaries’ material operations prior to the Effective Time;

does not require Norbord or its subsidiaries to contravene any Contract, Regulatory Approval or applicable Laws, or its organization documents;

can be completed immediately prior to the Effective Date; and

does not impair the ability of Norbord to consummate, and will not prevent or materially delay the consummation of, the Arrangement, and would not reasonably be expected to prevent any Person from making a Norbord Superior Proposal.

West Fraser must provide written notice to Norbord of any proposed Pre-Acquisition Reorganization in reasonable written detail at least twenty-five Business Days prior to the Effective Date. Upon receipt of such notice, Norbord and West Fraser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement. The Parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Effective Date (but after West Fraser has waived or confirmed that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied); provided that no Pre-Acquisition Reorganization will be made effective unless: (i) the Parties are reasonably certain, after consulting with one another, that the Arrangement will become effective; (ii) such Pre-Acquisition Reorganization can be reversed or unwound without adversely affecting the Norbord Shareholders, holders of Incentive Securities, Norbord or any of its subsidiaries in the event that the Arrangement does not become effective and this Agreement is terminated; or (iii) Norbord otherwise reasonably agrees.

West Fraser agrees that it will be responsible for all reasonable costs and expenses associated with any Pre-Acquisition Reorganization, including professional fees and expenses and Taxes, to be carried out at its request and shall indemnify and save harmless Norbord and its subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, Taxes, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization (including in respect of any unwinding, reversal, modification or termination of a Pre-Acquisition Reorganization) and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation or warranty of Norbord under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract). If the Arrangement is not completed, West Fraser shall reimburse

Norbord forthwith for all reasonable fees and expenses (including any professional fees and expenses and Taxes) incurred by Norbord in considering or effecting all or any part of the Pre-Acquisition Reorganization. The obligation of West Fraser to reimburse Norbord set out in this Section 5.8(d) will be in addition to any other payment West Fraser may be obligated to make hereunder and will survive the termination of this Agreement.

Each Party acknowledges and confirms that the disclosure of Transferred Information to the other Party is necessary for the purposes of determining if the Parties shall proceed with the transactions contemplated herein, and that the disclosure of Transferred Information relates solely to the carrying on of the business of the Party and the completion of the transactions contemplated herein.

Each Party covenants and agrees to, upon request, use reasonable efforts to advise the other Party of all documented purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all additional documented purposes where such Party has notified the individual of such additional purpose, and where required by Law, obtained the consent of such individual to such use or disclosure.

Each Party receiving Transferred Information from the other Party covenants and agrees to:

prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions;

where required by Law, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to the other Party;

return or destroy the Transferred Information, at the direction of the other Party, should the transactions contemplated herein not be completed; and

notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to the other Party requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until such Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Law, obtained the individual’s consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Law.

Each Party covenants and agrees, after the completion of the transactions contemplated herein, to collect, use and disclose the Transferred Information only

for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (A) Norbord or West Fraser have first notified such individual of such additional purpose, and where required by Law, obtained the consent of such individual to such additional purpose, or (B) such use or disclosure is permitted or authorized by Law, without notice to, or consent from, such individual.

Each Party shall at all times keep strictly confidential all Transferred Information provided to it, and shall instruct those employees or advisors responsible for processing such Transferred Information to protect the confidentiality of such information in a manner consistent with the other Party’s obligations hereunder and in accordance with applicable Law.

Each Party shall ensure that access to the Transferred Information shall be restricted to those employees or advisors of the Party who have a bona fide need to access such information in order to complete the transactions contemplated herein.

the Norbord Shareholder Approval shall have been obtained at the Norbord Meeting in accordance with the Interim Order, applicable Law and this Agreement;

the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;

the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwise;

the TSX shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSX;

the Key Regulatory Approvals shall have been obtained;

other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or

otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;

there shall not be any Regulatory Action filed, taken or commenced as a result of the Arrangement (i) to cease trade, enjoin or prohibit West Fraser’s ability to acquire, hold, or exercise full rights of ownership over, any Norbord Shares, including the right to vote the Norbord Shares, or (ii) seeking to (A) prohibit the Arrangement, (B) prohibit the ownership or operation by West Fraser of any portion of the business, properties, assets or product lines of Norbord and its subsidiaries; (C) compel West Fraser to dispose of or hold separate any portion of the business, properties, assets or product lines of West Fraser and its subsidiaries (which will include Norbord and its subsidiaries on a post-Transaction basis); or (D) limiting West Fraser’s freedom of action with respect to West Fraser and its subsidiaries (which will include Norbord and its subsidiaries on a post-Transaction basis);

the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control Persons or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities); and

the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and will not be subject to resale restrictions under the U.S. Securities Act or subject to restrictions applicable to affiliates (as defined in Rule 405 of the U.S. Securities Act) of West Fraser following the Effective Date.

all covenants of Norbord under this Agreement to be performed on or before the Effective Date which have not been waived by West Fraser shall have been duly performed by Norbord in all material respects, and West Fraser shall have received a certificate of Norbord addressed to West Fraser and dated the Effective Date, signed on behalf of Norbord by a senior executive officer of Norbord (on Norbord’s behalf and without personal liability), confirming the same as at the Effective Time;

(i) each Norbord Fundamental Representation shall be true and correct in all respects (other than for de minimis inaccuracies) as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), (ii) all other representations and warranties of Norbord shall be true

and correct as of the Effective Time in all respects (disregarding any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except (x) where any failure or failures of any such other representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, have a Material Adverse Effect with respect to Norbord and (y) that any Pre-Acquisition Reorganization will not be considered in determining whether a representation or warranty of Norbord under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract); and (iii) West Fraser shall have received a certificate of Norbord addressed to West Fraser and dated the Effective Date, signed on behalf of Norbord by a senior executive officer of Norbord (on Norbord’s behalf and without personal liability), confirming the same as at the Effective Time;

since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to Norbord and Norbord will have delivered to West Fraser a certificate of Norbord addressed to West Fraser and dated the Effective Date, signed on behalf of Norbord by a senior executive officer of Norbord (on Norbord’s behalf and without personal liability), confirming the same as at the Effective Time;

to the extent that Norbord has declared a Norbord Excess Dividend, such Norbord Excess Dividend will have been paid prior to the Effective Date and each condition to the payment of such Norbord Excess Dividend set forth in Section 5.1(k) will have been materially complied with; and

Norbord Shareholders shall not have exercised their Dissent Rights in connection with the Arrangement with respect to more than 5% of the Norbord Shares.

all covenants of West Fraser under this Agreement to be performed on or before the Effective Date which have not been waived by Norbord shall have been duly performed by West Fraser in all material respects, and Norbord shall have received a certificate of West Fraser, addressed to Norbord and dated the Effective Date, signed on behalf of West Fraser by a senior executive officer (on West Fraser’s behalf and without personal liability), confirming the same as at the Effective Time;

(i) each West Fraser Fundamental Representation shall be true and correct in all respects (other than for de minimis inaccuracies) as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that

specified date), (ii) all other representations and warranties of West Fraser shall be true and correct in all respects (disregarding any materiality or Material Adverse Effect qualification contained in any such representation or warranty) as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such other representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, have a Material Adverse Effect with respect to West Fraser; and (iii) Norbord shall have received a certificate of West Fraser addressed to Norbord and dated the Effective Date, signed on behalf of West Fraser by a senior executive officer of West Fraser (on West Fraser’s behalf and without personal liability), confirming the same as at the Effective Time;

since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to West Fraser and West Fraser will have delivered to Norbord a certificate of West Fraser addressed to Norbord and dated the Effective Date, signed on behalf of West Fraser by a senior executive officer of West Fraser (on West Fraser’s behalf and without personal liability), confirming the same as at the Effective Time;

the NYSE shall have approved the listing thereon of the West Fraser Shares, including the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable upon the exercise of the Replacement Options (subject only to official notice of issuance);

to the extent that West Fraser has declared a West Fraser Excess Dividend, such West Fraser Excess Dividend will have been paid prior to the Effective Date and each condition to the payment of such West Fraser Excess Dividend set forth in Section 5.2(j) will have been materially complied with; and

West Fraser shall have deposited, or caused to be deposited, with the Depositary sufficient West Fraser Shares to satisfy the obligations under Section 2.12 and the Depositary will have confirmed to Norbord receipt from or on behalf of West Fraser of such West Fraser Shares.

cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time if such failure to be true or accurate would cause any condition in Section 6.2(a) or Section 6.3(a) not to be satisfied; or

result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder prior to the Effective Time if such failure to be true or accurate would cause any condition in Section 6.2(b) or Section 6.3(b) not to be satisfied.

Except as expressly provided in this Article 7, Norbord shall not, directly or indirectly, through any of its Representatives or subsidiaries, or otherwise, and shall not permit or authorize any such Person to do so on its behalf:

solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of Norbord or any subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than West Fraser) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that, if Norbord is in compliance with its obligations under this Article 7, Norbord shall be permitted to: (A) communicate with any Person for the purposes of clarifying the terms of any inquiry, proposal or offer made by such Person; (B) advise any Person of the restrictions of this Agreement; and (C) advise any Person making an Acquisition Proposal that the Norbord Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal;

take any action or fail to take any action that, in either case, constitutes a Norbord Change in Recommendation;

make any public announcement or take any other action inconsistent with the approval, recommendation or declaration of advisability of the Norbord Board of the transactions contemplated hereby; or

accept or enter into or publicly propose to accept or enter into (other than a confidentiality agreement permitted pursuant to Section 7.3) any letter of intent, agreement in principle, agreement, arrangement or understanding in respect of any Acquisition Proposal.

Norbord shall, and shall cause its subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other activities commenced prior to the date of this Agreement with any Person (other than West Fraser) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, Norbord will:

promptly discontinue access to and disclosure of all confidential information, including any data room and access to properties, facilities, books and records of Norbord or of any of its subsidiaries; and

use its commercially reasonable efforts to exercise all rights it has (or cause its subsidiaries to exercise any rights that they have) to require (i) the return or destruction of all copies of any non-public confidential information regarding Norbord or any of its subsidiaries provided to any Person (other than West Fraser) since January 1, 2020 in respect of a possible Acquisition

Proposal, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding Norbord or any of its subsidiaries, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

Norbord represents and warrants as of the date of this Agreement that neither Norbord nor any of its subsidiaries has waived any standstill, confidentiality, non-disclosure, non-solicitation, business purpose, use or similar agreement or restriction to which Norbord or any of its subsidiaries is a party. Norbord covenants and agrees (i) that, except in respect of an unsolicited Acquisition Proposal made on a non-public basis to Norbord as contemplated by Sections 7.3 or 7.4, Norbord shall use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure, non-solicitation, business purpose, use or similar agreement, restriction or covenant to which Norbord or any of its subsidiaries is a party, and (ii) that neither it, nor any of its subsidiaries have or will, without the prior written consent of West Fraser (which may be withheld or delayed in West Fraser’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting Norbord, or any of its subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation, business purpose, use or similar agreement, restriction or covenant to which Norbord or any of its subsidiaries is a party; provided, however, that West Fraser acknowledges and agrees that the automatic termination or release of any such agreement, restriction or covenant in accordance with their terms shall not be a violation of this Section 7.1(c)(ii).

Notwithstanding Section 7.1, if at any time prior to obtaining the Norbord Shareholder Approval, Norbord receives a bona fide written Acquisition Proposal (that was not solicited after the date hereof in contravention of Section 7.1(a)), Norbord or its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of Norbord or its subsidiaries to the Person making such Acquisition Proposal, if and only if:

the Norbord Board first determines in good faith, after consultation with its non-related financial advisors and its outside legal counsel, that such Acquisition Proposal (disregarding any due diligence or access condition) constitutes or could reasonably be expected to constitute or lead to a Superior Proposal and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations or to provide such access or disclosure would be inconsistent with its fiduciary duties;

such Person submitting the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement, restriction or covenant with Norbord or any of its subsidiaries;

Norbord has been, and continues to be, in compliance with its obligations under this Article 7;

prior to providing any such copies, access, or disclosure, Norbord enters into a confidentiality agreement with such Person substantially in the same form as the Confidentiality Agreement and on terms no less favourable, in the aggregate, to Norbord and that is no less onerous or more beneficial to such Person and any such copies, access or disclosure provided to such Person shall have already been (or will simultaneously be) provided to West Fraser; and

Norbord promptly provides West Fraser with:

written notice stating Norbord’s intention to participate in such discussions or negotiations and to provide such access and disclosure and that the Norbord Board has determined that the failure to take such action would be inconsistent with its fiduciary duties, together with

a copy of the confidentiality agreement referred to in paragraph 7.3(a)(iv) above.

Notwithstanding anything else in this Agreement:

the Norbord Board has the right to respond, within the time and in the manner required by applicable Securities Laws, to any take-over bid made

for the Norbord Shares, that it determines is not a Norbord Superior Proposal, provided that West Fraser and its outside legal counsel have been provided with a reasonable opportunity to review and comment on any such response and the Norbord Board shall give reasonable consideration to such comments; and

prior to the Norbord Meeting, Norbord and the Norbord Board shall not be prohibited from making a Norbord Change in Recommendation if:

a Material Adverse Effect with respect to West Fraser has occurred and is continuing; and

the Norbord Board has reasonably determined in good faith after consultation with its outside legal counsel that the failure to do so would be inconsistent with its fiduciary duties.

If Norbord receives an Acquisition Proposal that the Norbord Board has determined constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Norbord Shareholders, Norbord may, subject to compliance with Article 8, make a Norbord Change in Recommendation and enter into a definitive agreement with respect to such Superior Proposal, if and only if:

the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to any existing confidentiality, non-disclosure, standstill, business purpose or other similar agreement, restriction or covenant with Norbord or any of its subsidiaries;

Norbord has been, and continues to be, in compliance with its obligations under this Article 7 in all material respects;

Norbord has delivered to West Fraser a written notice of the determination of the Norbord Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Norbord Board to enter into a definitive agreement with respect to such Superior Proposal (the “Norbord Superior Proposal Notice”), which Norbord Superior Proposal Notice will set forth the determinations of the Norbord Board regarding the value and financial terms that the Norbord Board, in consultation with Norbord’s outside legal counsel and non-related financial advisor, has determined should be ascribed to any non-cash consideration offered under such Norbord Superior Proposal;

Norbord has provided West Fraser a copy of the proposed definitive agreement for the Superior Proposal, together with all documentation and supporting materials related to and detailing the Superior Proposal, including any financing documents received by Norbord in connection with the Superior Proposal;

at least five Business Days (the “West Fraser Matching Period”) have elapsed from the date on which West Fraser received a copy of the documentation referred to in Section 7.4(a)(iv) above;

during any West Fraser Matching Period, West Fraser has had the opportunity (but not the obligation), in accordance with Section 7.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

after the West Fraser Matching Period, the Norbord Board has determined in good faith, after consultation with its outside legal counsel and non-related financial advisor, that:

such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by West Fraser under Section 7.4(b)); and

the failure of the Norbord Board to recommend that Norbord enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and

prior to or concurrently with entering into such definitive agreement Norbord terminates this Agreement pursuant to Section 8.2(d)(iv) and pays the Termination Fee to West Fraser pursuant to Section 8.3(a)(ii).

During the West Fraser Matching Period, or such longer period as Norbord may approve in writing for such purpose:

West Fraser will have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration;

the Norbord Board shall review any offer made by West Fraser under this Section 7.4(b) to amend the terms of this Agreement and the Arrangement in good faith and in a manner consistent with the fiduciary duties of the Norbord Board in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and

Norbord shall negotiate with West Fraser in good faith and in a manner consistent with the fiduciary duties of the Norbord Board to make such amendments to the terms of this Agreement and the Arrangement as would enable West Fraser to proceed with the transactions contemplated by this Agreement on such amended terms.

cause to be taken all such actions as are necessary to give effect to the foregoing, including promptly re-affirming the Norbord Board Recommendation to the Norbord Shareholders.

Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Norbord Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 7.4, and West Fraser shall be afforded a new three Business Day West Fraser Matching Period from the later of (i) the date on which West Fraser received the Norbord Superior Proposal Notice with respect to the new Superior Proposal from Norbord, and (ii) the date on which West Fraser received a copy of the documentation referred to in Section 7.4(a)(iii) above with respect to such new Superior Proposal.

The Norbord Board shall promptly reaffirm the Norbord Board Recommendation by press release after: (i) the Norbord Board determines any Acquisition Proposal that has been publicly announced or publicly disclosed is not a Norbord Superior Proposal; or (ii) the Norbord Board determines that a proposed amendment to the terms of this Agreement would result in any Acquisition Proposal which has been publicly announced or made not being a Superior Proposal, and West Fraser has so amended the terms of this Agreement. West Fraser and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release. Norbord shall make all reasonable amendments to such press release as requested by West Fraser and its counsel.

If Norbord provides a Norbord Superior Proposal Notice to West Fraser on a date that is less than seven Business Days before the Norbord Meeting, Norbord shall be entitled to, and shall upon request from West Fraser, postpone such Norbord Meeting in accordance with the terms of this Agreement to a date specified by West Fraser that is not more than seven Business Days after the scheduled date of the Norbord Meeting. If a West Fraser Matching Period would not terminate before the date fixed for the Norbord Meeting, Norbord shall adjourn or postpone the Norbord Meeting to a date that is at least five Business Days after the expiration of the applicable West Fraser Matching Period. Notwithstanding the foregoing, in no event shall such adjourned or postponed meeting be held on a date that is less than five Business Days prior to the Outside Date.

For greater certainty, notwithstanding any Norbord Change in Recommendation, unless this Agreement has been terminated in accordance with its terms, Norbord shall cause the Norbord Meeting to occur and the Arrangement Resolution to be put to the Norbord Shareholders thereat for consideration in accordance with this Agreement, and Norbord shall not, except as required by applicable Law, submit to a vote of the Norbord Shareholders any Acquisition Proposal other than the Arrangement Resolution prior to the termination of this Agreement.

Except as expressly provided in this Article 7, West Fraser shall not, directly or indirectly, through any of its Representatives or subsidiaries, or otherwise, and shall not permit or authorize any such Person to do so on its behalf:

solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of West Fraser or any subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Norbord) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that, if West Fraser is in compliance with its obligations under this Article 7, West Fraser shall be permitted to: (A) communicate with any Person for the purposes of clarifying the terms of any inquiry, proposal or offer made by such Person; (B) advise any Person of the restrictions of this Agreement; and (C) advise any Person making an Acquisition Proposal that the West Fraser Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal;

take any action or fail to take any action that, in either case, constitutes a West Fraser Change in Recommendation;

make any public announcement or take any other action inconsistent with the approval, recommendation or declaration of advisability of the West Fraser Board of the transactions contemplated hereby; or

accept or enter into or publicly propose to accept or enter into (other than a confidentiality agreement permitted pursuant to Section 7.7) any letter of intent, agreement in principle, agreement, arrangement or understanding in respect of any Acquisition Proposal.

West Fraser shall, and shall cause its subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other activities commenced prior to the date of this Agreement with any Person (other than Norbord) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, West Fraser will:

promptly discontinue access to and disclosure of all confidential information, including any data room and access to properties, facilities, books and records of West Fraser or of any of its subsidiaries; and

use its commercially reasonable efforts to exercise all rights it has (or cause its subsidiaries to exercise any rights that they have) to require (i) the return or destruction of all copies of any non-public confidential information regarding West Fraser or any of its subsidiaries provided to any Person (other than Norbord) since January 1, 2020 in respect of a possible Acquisition Proposal, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding West Fraser or any of its subsidiaries, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

West Fraser represents and warrants as of the date of this Agreement that neither West Fraser nor any of its subsidiaries has waived any standstill, confidentiality, non-disclosure, non-solicitation, business purpose, use or similar agreement or restriction to which West Fraser or any of its subsidiaries is a party. West Fraser covenants and agrees (i) that, except in respect of an unsolicited Acquisition Proposal made on a non-public basis to West Fraser as contemplated by Sections 7.6 or 7.7, West Fraser shall use commercially reasonable efforts to enforce each confidentiality, standstill, non-disclosure, non-solicitation, business purpose, use or similar agreement, restriction or covenant to which West Fraser or any of its subsidiaries is a party, and (ii) that neither it, nor any of its subsidiaries have or will, without the prior written consent of Norbord (which may be withheld or delayed in Norbord’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting West Fraser, or any of its subsidiaries, under any confidentiality, standstill, non-disclosure, non-solicitation, business purpose, use or similar agreement, restriction or covenant to which West Fraser or any of its subsidiaries is a party; provided, however, that Norbord acknowledges and agrees that the automatic termination or release of any such agreement, restriction or covenant in accordance with their terms shall not be a violation of this Section 7.5(c)(ii).

Notwithstanding Section 7.5, if at any time prior to obtaining the West Fraser Shareholder Approval, West Fraser receives a bona fide written Acquisition Proposal (that was not solicited after the date hereof in contravention of Section 7.5(a)), West Fraser or its Representatives may engage in or participate in discussions or negotiations regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of West Fraser or its subsidiaries to the Person making such Acquisition Proposal, if and only if:

the West Fraser Board first determines in good faith, after consultation with its non-related financial advisors and its outside legal counsel, that such Acquisition Proposal (disregarding any due diligence or access condition) constitutes or could reasonably be expected to constitute or lead to a Superior Proposal and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations or to provide such access or disclosure would be inconsistent with its fiduciary duties;

such Person submitting the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement, restriction or covenant with West Fraser or any of its subsidiaries;

West Fraser has been, and continues to be, in compliance with its obligations under this Article 7;

prior to providing any such copies, access, or disclosure, West Fraser enters into a confidentiality agreement with such Person substantially in the same form as the Confidentiality Agreement and on terms no less favourable, in the aggregate, to West Fraser and that is no less onerous or more beneficial to such Person and any such copies, access or disclosure provided to such Person shall have already been (or will simultaneously be) provided to West Fraser; and

West Fraser promptly provides Norbord with:

written notice stating West Fraser’s intention to participate in such discussions or negotiations and to provide such access and disclosure and that the West Fraser Board has determined that the failure to take such action would be inconsistent with its fiduciary duties, together with

a copy of the confidentiality agreement referred to in paragraph 7.7(a)(iv) above.

Notwithstanding anything else in this Agreement:

the West Fraser Board has the right to respond, within the time and in the manner required by applicable Securities Laws, to any take-over bid made for the West Fraser Shares that it determines is not a West Fraser Superior Proposal, provided that Norbord and its outside legal counsel have been provided with a reasonable opportunity to review and comment on any such response and the West Fraser Board shall give reasonable consideration to such comments; and

prior to the West Fraser Meeting, West Fraser and the West Fraser Board shall not be prohibited from making a West Fraser Change in Recommendation if:

a Material Adverse Effect with respect to Norbord has occurred and is continuing; and

the West Fraser Board has reasonably determined in good faith after consultation with its outside legal counsel that the failure to do so would be inconsistent with its fiduciary duties.

If West Fraser receives an Acquisition Proposal that the West Fraser Board has determined constitutes a Superior Proposal prior to the approval of the West Fraser Resolution by the West Fraser Shareholders, West Fraser may, subject to compliance with Article 8, make a West Fraser Change in Recommendation and enter into a definitive agreement with respect to such Superior Proposal, if and only if:

the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to any existing confidentiality, non-disclosure, standstill, business purpose or other similar agreement, restriction or covenant with West Fraser or any of its subsidiaries;

West Fraser has been, and continues to be, in compliance with its obligations under this Article 7 in all material respects;

West Fraser has delivered to Norbord a written notice of the determination of the West Fraser Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the West Fraser Board to enter into a definitive agreement with respect to such Superior Proposal (the “West Fraser Superior Proposal Notice”), which West Fraser Superior Proposal Notice will set forth the determinations of the West Fraser Board regarding the value and financial terms that the West Fraser Board, in consultation with its non-related financial advisor and West Fraser’s outside legal counsel, has determined should be ascribed to any non-cash consideration offered under such West Fraser Superior Proposal;

West Fraser has provided Norbord a copy of the proposed definitive agreement for the Superior Proposal, together with all documentation and supporting materials related to and detailing the Superior Proposal, including any financing documents received by West Fraser in connection with the Superior Proposal;

at least five Business Days (the “Norbord Matching Period”) have elapsed from the date on which Norbord received a copy of the documentation referred to in Section 7.8(a)(iv) above;

during any Norbord Matching Period, Norbord has had the opportunity (but not the obligation), in accordance with Section 7.8(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

after the Norbord Matching Period, the West Fraser Board has determined in good faith, after consultation with its outside legal counsel and non-related financial advisor, that:

such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by Norbord under Section 7.8(b)); and

the failure of the West Fraser Board to recommend that West Fraser enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and

prior to or concurrently with entering into such definitive agreement West Fraser terminates this Agreement pursuant to Section 8.2(c)(iv) and pays to Norbord the Termination Fee pursuant to Section 8.3(b)(ii).

During the Norbord Matching Period, or such longer period as West Fraser may approve in writing for such purpose:

Norbord will have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including a decrease in, or modification of, the Consideration;

the West Fraser Board shall review any offer made by Norbord under this Section 7.8(b) to amend the terms of this Agreement and the Arrangement in good faith and in a manner consistent with the fiduciary duties of the West Fraser Board in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and

West Fraser shall negotiate with Norbord in good faith and in a manner consistent with the fiduciary duties of the West Fraser Board to make such amendments to the terms of this Agreement and the Arrangement as would enable Norbord to proceed with the transactions contemplated by this Agreement on such amended terms.

If the West Fraser Board determines that such Acquisition Proposal would cease to be a Superior Proposal as compared to the proposed amendments to the terms of this Agreement, West Fraser shall promptly so advise Norbord and the Parties shall amend this Agreement to reflect such offer made by Norbord, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing, including promptly re-affirming the West Fraser Board Recommendation to the West Fraser Shareholders.

Each successive amendment or modification to any Acquisition Proposal that results in a decrease in, or modification of, the consideration (or value of such consideration) to be received by the Norbord Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 7.8, and Norbord shall be afforded a new three Business Day Norbord Matching Period from the later of (i) the date on which Norbord received the West Fraser Superior Proposal Notice with respect to the new Superior Proposal from West Fraser, and (ii) the date on which Norbord received a copy of the documentation referred to in Section 7.8(a)(iv) above with respect to such new Superior Proposal.

The West Fraser Board shall promptly reaffirm the West Fraser Board Recommendation by press release after: (i) the West Fraser Board determines any Acquisition Proposal that has been publicly announced or publicly disclosed is not a West Fraser Superior Proposal; or (ii) the West Fraser Board determines that a proposed amendment to the terms of this Agreement would result in any Acquisition Proposal which has been publicly announced or made not being a Superior Proposal, and Norbord has so amended the terms of this Agreement. Norbord and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release. West Fraser shall make all reasonable amendments to such press release as requested by Norbord and its counsel.

If West Fraser provides a West Fraser Superior Proposal Notice to Norbord on a date that is less than seven Business Days before the West Fraser Meeting, West Fraser shall be entitled to, and shall upon request from Norbord, postpone such West Fraser Meeting in accordance with the terms of this Agreement to a date specified by Norbord that is not more than seven days after the scheduled date of the West Fraser Meeting. If a Norbord Matching Period would not terminate before the date fixed for the West Fraser Meeting, West Fraser shall adjourn or postpone the West Fraser Meeting to a date that is at least five Business Days after the expiration of the applicable Norbord Matching Period. Notwithstanding the foregoing, in no event shall such adjourned or postponed meeting be held on a date that is less than five Business Days prior to the Outside Date.

For greater certainty, notwithstanding any West Fraser Change in Recommendation, unless this Agreement has been terminated in accordance with its terms, West Fraser shall cause the West Fraser Meeting to occur and the West Fraser Resolution to be put to the West Fraser Shareholders thereat for consideration in accordance with this Agreement, and West Fraser shall not, except as required by applicable Law, submit to a vote of the West Fraser Shareholders

any Acquisition Proposal other than the West Fraser Resolution prior to the termination of this Agreement.

Prior to the Effective Time, Norbord shall be entitled to purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by Norbord and its subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and West Fraser will, or will cause Norbord and its subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that the cost of such policies shall not exceed 300% of the annual premiums currently in effect for such director and officer liability coverage.

West Fraser shall cause Norbord to ensure that the articles and/or by-laws of Norbord and its subsidiaries (or their respective successors) shall contain the provisions with respect to indemnification set forth in Norbord’s or the applicable subsidiary’s current articles and/or by-laws, which provisions shall not, except to the extent required by applicable Laws, be amended, repealed or otherwise modified for a period of six years from the Effective Date in any manner that would adversely affect any rights of indemnification of individuals who, immediately prior to the Effective Date, were directors or officers of Norbord or any of its subsidiaries (together with their respective heirs, executors or administrators, an “Indemnified Party”).

West Fraser agrees that it shall cause Norbord to honour all rights to indemnification or exculpation now existing in favour of Indemnified Parties, and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect for a period of not less than six years from the Effective Date.

West Fraser shall pay all reasonable expenses, including legal fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 7.10.

The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the articles of incorporation or bylaws or other organization documents of Norbord or any of its subsidiaries or any other indemnification arrangement.

The provisions of this Section 7.10 shall survive the consummation of the Effective Time for a period of six years and expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties.

In the event West Fraser, Norbord or any of their respective successors or assigns transfers all or substantially all of its properties and assets to any Person, then, proper provision shall be made so that the successors and assigns of West Fraser or Norbord, as the case may be, shall assume the obligations set forth in this Section 7.10.

by mutual written agreement of Norbord and West Fraser;

by either Norbord or West Fraser, if:

the Effective Date shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 8.2(b)(i) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the principal cause of, or resulted in, the failure of the Effective Time to occur by the Outside Date;

after the date hereof, there shall be enacted or made any applicable Law or Order that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins Norbord or West Fraser from consummating the Arrangement and such applicable Law or Order shall have become final and non-appealable;

the Norbord Meeting shall have been held and completed and the Norbord Shareholder Approval shall not have been obtained, provided that the right

to terminate this Agreement pursuant to this Section 8.2(b)(iii) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure to obtain the Norbord Shareholder Approval; or

the West Fraser Meeting shall have been held and completed and the West Fraser Shareholder Approval shall not have been obtained, provided that the right to terminate this Agreement pursuant to this Section 8.2(b)(iv) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure to obtain the West Fraser Shareholder Approval;

by West Fraser, if:

the Norbord Board takes any action or fails to take any action that, in either case, results in a Norbord Change in Recommendation, other than in circumstances where the Norbord Change in Recommendation resulted from the occurrence of a Material Adverse Effect with respect to West Fraser and Norbord has complied with Section 7.3(b)(ii)(B);

Norbord enters into (other than a confidentiality agreement pursuant to Section 7.3) any letter of intent, agreement in principal, agreement, arrangement or understanding in respect of an Acquisition Proposal, other than in circumstances where Norbord has terminated this Agreement in accordance with Section 8.2(d)(iv) and paid the Termination Fee in accordance with Section 8.3(a)(ii);

Norbord breaches its obligations under Section 7.1, Section 7.2, Section 7.3 or Section 7.4 in any material respect;

prior to obtaining the West Fraser Shareholder Approval, subject to West Fraser having complied with Section 7.7 and Section 7.8, the West Fraser Board authorizes West Fraser to enter into an agreement (other than a confidentiality agreement pursuant to Section 7.7) with respect to a Superior Proposal in accordance with Section 7.8; provided that concurrently with such termination, West Fraser pays the Termination Fee payable pursuant to Section 8.3 to Norbord;

Norbord breaches any representation or warranty of Norbord set forth in this Agreement which breach would cause the condition in Section 6.2(b) not to be satisfied or Norbord fails to perform any material covenant or material obligation made in this Agreement, which failure would cause the conditions in Section 6.2(a) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 6.5; provided that any wilful breach shall be deemed incapable of being cured and provided that West Fraser is not then in breach of this

Agreement so as to cause any condition in Section 6.3(a) or Section 6.3(b) not to be satisfied; or

a Material Adverse Effect has occurred with respect to Norbord and is continuing, provided that the West Fraser Board has complied with Section 7.7(b)(ii)(B).

by Norbord, if:

the West Fraser Board takes any action or fails to take any action that, in either case, results in a West Fraser Change in Recommendation, other than in circumstances where the West Fraser Change in Recommendation resulted from the occurrence of a Material Adverse Effect with respect to Norbord and West Fraser has complied with Section 7.7(b)(ii)(B);

West Fraser enters into (other than a confidentiality agreement pursuant to Section 7.7) any letter of intent, agreement in principal, agreement, arrangement or understanding in respect of an Acquisition Proposal, other than in circumstances where West Fraser has terminated this Agreement in accordance with Section 8.2(c)(iv) and paid the Termination Fee in accordance with Section 8.3(b)(ii);

West Fraser breaches its obligations under Section 7.5, Section 7.6, Section 7.7 or Section 7.8 in any material respect;

prior to obtaining Norbord Shareholder Approval, subject to Norbord having complied with Sections 7.3 and 7.4, the Norbord Board authorizes Norbord to enter into an agreement (other than a confidentiality agreement pursuant to Section 7.3) with respect to a Superior Proposal in accordance with Section 7.4; provided that concurrently with such termination, Norbord pays the Termination Fee payable pursuant to Section 8.3(a)(ii) to West Fraser;

West Fraser breaches any representation or warranty of West Fraser set forth in this Agreement which breach would cause the condition in Section 6.3(b) not to be satisfied or West Fraser fails to perform any material covenant or material obligation made in this Agreement, which failure would cause the condition in Section 6.3(a) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 6.5; provided that any wilful breach shall be deemed incapable of being cured and provided that Norbord is not then in breach of this Agreement so as to cause any condition in Section 6.2(a) or Section 6.2(b) not to be satisfied; or

a Material Adverse Effect has occurred with respect to West Fraser and is continuing, provided that the Norbord Board has complied with Section 7.3(b)(ii)(B).

Norbord shall pay to West Fraser and West Fraser shall be entitled to the Termination Fee upon the occurrence of any of the following events (each a “Norbord Termination Fee Event”) which shall be paid by Norbord within the time specified in respect of each such Norbord Termination Fee Event:

this Agreement is terminated by West Fraser pursuant to Section 8.2(c)(i) (Norbord Change in Recommendation), Section 8.2(c)(ii) (Norbord Agreement with respect to Acquisition Proposal) or Section 8.2(c)(iii) (Norbord Breach of Deal Protection Covenants), in which case the Termination Fee shall be paid on the second Business Day following such termination;

this Agreement is terminated by Norbord pursuant to Section 8.2(d)(iv) (Norbord to enter into a Superior Proposal), in which case the Termination Fee shall be paid concurrent with such termination; or

this Agreement is terminated:

by either Party pursuant to Section 8.2(b)(i) (Effective Time Not Occurring Prior to Outside Date),

by either Party pursuant to Section 8.2(b)(iii) (No Norbord Shareholder Approval), or

by West Fraser pursuant to Section 8.2(c)(v) (Norbord Breaches of Representations, Warranties or Covenants)

West Fraser shall pay to Norbord and Norbord shall be entitled to the Termination Fee upon the occurrence of any of the following events (each a “West Fraser Termination Fee Event”) which shall be paid by West Fraser within the time specified in respect of each such West Fraser Termination Fee Event:

this Agreement is terminated by Norbord pursuant to Section 8.2(d)(i) (West Fraser Change in Recommendation), Section 8.2(d)(ii) (West Fraser Agreement with respect to Acquisition Proposal) or Section 8.2(d)(iii) (West Fraser Breach of Deal Protection Covenants), in which case the Termination Fee shall be paid on the second Business Day following such termination;

this Agreement is terminated by West Fraser pursuant to Section 8.2(c)(iv) (West Fraser to enter into a Superior Proposal), in which case the Termination Fee shall be paid concurrent with such termination; or

this Agreement is terminated:

by either Party pursuant to Section 8.2(b)(i) (Effective Time Not Occurring Prior to Outside Date), or

by either Party pursuant to Section 8.2(b)(iv) (No West Fraser Shareholder Approval), or

by Norbord pursuant to Section 8.2(d)(v) (West Fraser Breaches of Representations, Warranties or Covenants)

The Termination Fee shall be payable by a Party by wire transfer in immediately available funds to an account specified by the other Party. For greater certainty, in no event shall a Party be obligated to pay the Termination Fee on more than one occasion.

Each of the Parties acknowledges that the agreements regarding the payment of any Termination Fee contained in Section 8.3 of this Agreement are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. The Parties further acknowledge and agree that any payment by a Party of a Termination Fee to the other Party is a payment of liquidated monetary damages which are a genuine pre-estimate of the damages which the other Party will suffer or incur as a result of the cancellation and termination of all rights and obligations with respect to the Transaction in the circumstances in which the Termination Fee is payable, that such payment is not for lost profits or a penalty, and that no Party shall take any position inconsistent with the foregoing. Each Party irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. Each of the Parties hereby acknowledges and agrees that, upon any termination of this Agreement as permitted under Section 8.2 under circumstances where a Party is entitled to the payment of a Termination Fee pursuant to Section 8.3 and such Termination Fee is paid in full to such Party, such Party shall be precluded from any other remedy against the other Party at law or in equity or otherwise and in any such case it shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the other Party or any of its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby.

Subject to the last sentence of Section 8.3(d), nothing in this Section 8.4 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreement, and any requirement for securing or posting of any bond in connection with the obtaining of any such injunction or specific performance is hereby being waived.

change the time for performance of any of the obligations or acts of the Parties;

waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

waive compliance with or modify any of the covenants herein contained and waive or modify the performance of any of the obligations of the Parties; and/or

waive compliance with or modify any mutual conditions precedent herein contained.

Except as provided in Section 2.4(c) and Section 7.10 and which, without limiting their terms, are intended as stipulations for the benefit of the third Persons mentioned in such provisions (such third Persons referred to in this Section 9.3 as the “Indemnified Persons”), and except as provided in Section 9.3(c), Norbord and West Fraser intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

Despite the foregoing, West Fraser acknowledges to each of the Indemnified Persons their direct rights against it under Section 2.4(c) and Section 7.10, respectively of this Agreement, which are intended for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her legal representatives, and for such purpose, Norbord confirms that it is acting as trustee on their behalf, and agrees to enforce such provisions on their behalf.

In no circumstance shall the consent of any Indemnified Person be required for the termination or amendment of this Agreement.

if to West Fraser:

Definitions