ZEKELMAN INDUSTRIES, INC. as the U.S. Company - and - [CALLCO] as CallCo - and - 6582125 CANADA INC. as Can HoldCo - and -

Defined Terms

Exchange Right

Automatic Exchange Right

Covenants Regarding Exchangeable Shares

Segregation of Funds

Reservation of MVS, SVS and U.S. Company Special Voting Stock

Notification of Certain Events

Delivery of MVS and SVS to Can HoldCo and CallCo

Additional U.S. Company Covenants

Economic Equivalence

U.S. Company Sale

Tender Offers

Ownership of Outstanding Shares

U.S. Company and Subsidiaries Not to Vote Exchangeable Shares

Rule 10b-18 Purchases

Restriction on Voluntary Dissolution and Continuance

Mailings to Registered Holders of Exchangeable Shares

Other Materials

Distribution of Written Materials

Acknowledgement of Call Rights and Put Rights

Certain Requirements in Respect of Combination, etc.

Vesting of Powers in U.S. Company Successor

Wholly-Owned Subsidiaries

Transfer Restrictions; U.S. Company Special Voting Stock

Term

Changes in Capital of U.S. Company and Can HoldCo

Severability

Amendments, Modifications

Ministerial Amendments

Meeting to Consider Amendments

Amendments Only in Writing

Notices

Interpretation

Counterparts

Governing Law

Assignment; Additional Permitted Subsidiaries

Enforcement

No Waiver

Expenses

Further Assurances

Each term denoted herein by initial capital letters and not otherwise defined herein shall have the meaning ascribed thereto in the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares (collectively, the “Exchangeable Share Provisions”) in the Articles of Amendment of Can HoldCo dated as of ●, 2018 (the “Can HoldCo Articles”), unless the context requires otherwise.

In addition to the capitalized terms defined elsewhere in this Agreement, for purposes of this Agreement, the following terms have the meanings ascribed to such terms below:

The U.S. Company hereby grants to each Holder the right (the “Exchange Right”) to require the U.S. Company or, at the option of the U.S. Company, CallCo, to purchase from such Holder all or any part of the Exchangeable Shares held by such Holder on the terms set forth herein for an amount per Exchangeable Share equal to the Exchange Right Consideration. The Exchange Right may be exercised at any time and from time to time upon the occurrence and during the continuance of:

the failure of Can HoldCo to redeem all of the outstanding Exchangeable Shares following a Liquidation Event as provided in the Exchangeable Share Provisions;

the failure of Can HoldCo to redeem all of the outstanding Exchangeable Shares held by such Holder on the Redemption Date as provided in the Exchangeable Share Provisions;

the failure of Can HoldCo to redeem the Retracted Shares pursuant to a Retraction Request as provided in the Exchangeable Share Provisions;

the failure of the U.S. Company or CallCo to exchange all or any part of the Exchangeable Shares held by such Holder following the exercise of the Retraction Call Right or the Retraction Put Right as provided in the Exchangeable Share Provisions;

the failure of the U.S. Company or CallCo to exchange all or any part of the Exchangeable Shares held by such Holder following the exercise of the Redemption Call Right or the Redemption Put Right as provided in the Exchangeable Share Provisions; or

the failure of the U.S. Company or CallCo to exchange all or any part of the Exchangeable Shares held by such Holder following the exercise of the Liquidation Call Right or the Liquidation Put Right as provided in the Exchangeable Share Provisions.

To exercise the Exchange Right, a Holder must deliver to the U.S. Company the certificates representing the Exchangeable Shares to be exchanged together with a written notice stating:

that the Holder is exercising the Exchange Right;

the number of Exchangeable Shares in respect of which the Exchange Right is being exercised;

that the Holder desires to have all or any number of the Exchangeable Shares in respect of which the Exchange Right is being exercised exchanged for MVS and/or SVS, as applicable;

that the Holder has good title to and owns all of the Exchangeable Shares in respect of which the Exchange Right is being exercised free and clear of all Liens (other than under the Can HoldCo Articles);

whether the Holder is a non-resident of Canada for the purposes of the Tax Act;

the names of the Person(s) in which the MVS and/or SVS issuable in connection with the exercise of the Exchange Right are to be issued; and

the names and addresses of the Persons to whom the MVS and/or SVS issuable in connection with the exercise of the Exchange Right are to be delivered.

The U.S. Company or CallCo shall, as soon as reasonably practicable and, in any event, no later than five Business Days following receipt from a Holder pursuant to Section 2.1(2) of a notice of exercise of the Exchange Right and the certificates representing the Exchangeable Shares in respect of which the Exchange Right is being exercised, deliver or cause to be delivered to the Holder (or any other Persons properly designated by the Holder) the Exchange Right Consideration for each Exchangeable Share in respect of which the Exchange Right is exercised.

Immediately upon receipt by the U.S. Company of the notice of exercise of the Exchange Right and the certificates representing the Exchangeable Shares in respect of which the Exchange Right is being exercised pursuant to Section 2.1(2):

the exchange shall be deemed to have occurred;

the Holder shall be deemed to have transferred to the U.S. Company or CallCo all of its interest in the Exchangeable Share in respect of which the Exchange Right is being exercised; and

the Holder (or, if applicable, the other Person(s) specified in the written notice delivered by the Holder pursuant to Section 2.1(2) to which the MVS and/or SVS are to be issued) shall be deemed to be the holder of the MVS and/or SVS comprising all or part of the Exchange Right Consideration.

If a Holder requires that Can HoldCo redeem the Holder’s Retracted Shares and is notified by Can HoldCo that Can HoldCo is not permitted, as a result of solvency requirements or other provisions of applicable law, to redeem all of the Retracted Shares, then, if the Retraction Call Right or the Retraction Put Right has not been exercised with respect to the Retracted Shares and the Holder has not revoked the Retraction Request in accordance with the Exchangeable Share Provisions, the Retraction Request shall constitute the exercise of the Exchange Right with respect to those Retracted Shares that Can HoldCo is unable to redeem. In any such event, Can HoldCo shall immediately notify the Holder of the prohibition against Can HoldCo redeeming all of the Retracted Shares and shall immediately notify the U.S. Company of the exercise of the Exchange Right (which notice shall constitute the notice of exercise of the Exchange Right for purposes of Section 2.1(2)).

The U.S. Company shall give the Holders and Can HoldCo written notice of a U.S. Company Liquidation Event at least 10 Business Days prior to the effective date of the U.S. Company Liquidation Event (the “U.S. Company Liquidation Event Effective Date”).

On the fifth Business Day prior to the U.S. Company Liquidation Event Effective Date:

the U.S. Company or CallCo shall deliver or cause to be delivered to each Holder the Automatic Exchange Right Consideration for each Exchangeable Share held by the Holder;

each Holder shall be deemed to have transferred to the U.S. Company or CallCo all of the Holder’s interest in the Exchangeable Shares (which shall be free and clear of all Liens, other than under the Can HoldCo Articles) and shall cease to be a Holder of those Exchangeable Shares;

the Holder shall be deemed to be the holder of the MVS and/or SVS delivered to it; and

the certificates held by the Holder previously representing the Exchangeable Shares shall be deemed to represent the MVS and/or SVS and other Automatic Exchange Right Consideration delivered to the Holder.

not declare or pay any dividend on the MVS and/or SVS unless:

in the case of a cash dividend on the MVS and/or SVS, (i) Can HoldCo shall simultaneously declare or pay, as the case may be, an equivalent dividend on the Exchangeable Shares as provided for in Article 5 of the Exchangeable Share Provisions, and (ii) Can HoldCo shall have sufficient money or other assets available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such dividend on the Exchangeable Shares;

in the case of a stock dividend on the MVS and/or SVS, (i) Can HoldCo shall subdivide the Exchangeable Shares in lieu of a stock dividend thereon as contemplated in Article 5 of the Exchangeable Share Provisions and (ii) Can HoldCo shall have sufficient authorized but unissued Exchangeable Shares available to enable such subdivision; or

in the case of a dividend on the MVS and/or SVS in property other than cash, MVS or SVS, (i) Can HoldCo shall simultaneously declare or pay, as the case may be, an economically equivalent dividend on the Exchangeable Shares as provided for in Article 5 of the Exchangeable Share Provisions, and (ii) Can HoldCo shall have sufficient assets available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such dividend on the Exchangeable Shares;

advise Can HoldCo sufficiently in advance of the declaration by the U.S. Company of any dividend on the MVS and/or SVS, and take all such other actions as are reasonably necessary, in co-operation with Can HoldCo, to ensure that: (a) the respective declaration date, record date

ensure that the record date for any dividend declared on the MVS and/or SVS is not less than 10 Business Days after the declaration date of such dividend;

take all such actions, and do all such things, as are reasonably necessary or desirable to enable and permit Can HoldCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Consideration, the Retraction Consideration or the Redemption Consideration, as applicable, in respect of each issued and outstanding Exchangeable Share upon (a) the liquidation, dissolution or winding-up of Can HoldCo, or any other distribution of the assets of Can HoldCo among its shareholders for the purpose of winding up its affairs, (b) the delivery of a Retraction Request by a Holder or (c) the redemption of Exchangeable Shares by Can HoldCo, as the case may be, including all such actions, and all such things, as are necessary or desirable to enable and permit Can HoldCo to cause to be delivered MVS and/or SVS, as applicable, to the Holders in accordance with the provisions of Article 6, Article 7 and Article 8, respectively, of the Exchangeable Share Provisions; and

take all such actions, and do all such things, as are reasonably necessary or desirable to, or to enable and permit CallCo to, in accordance with applicable law, perform its obligations arising upon the exercise by the U.S. Company or CallCo of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, or in connection with the Exchange Right, as applicable, including all such actions, and all such things, as are necessary or desirable to, or to enable and permit CallCo to, cause to be delivered MVS and/or SVS, as applicable, to the Holders in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Redemption Call Right and the Exchange Right, respectively.

in the event of any determination by the board of directors of Can HoldCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Can HoldCo, or to effect any other distribution of the assets of Can HoldCo among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;

promptly, upon the earlier of receipt by Can HoldCo of notice and Can HoldCo otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Can HoldCo, or to effect any other distribution of the assets of Can HoldCo among its shareholders for the purpose of winding up its affairs;

promptly, upon receipt by Can HoldCo of a Retraction Request;

on the same date on which notice of redemption is given to the Holders, upon the determination of a Redemption Date in accordance with the Exchangeable Share Provisions and this Agreement; and

as soon as practicable upon the issuance by Can HoldCo of any Exchangeable Shares or rights to acquire Exchangeable Shares.

In furtherance of its obligations under Section 3.1(4) and Section 3.1(5), upon notice from Can HoldCo or CallCo of any event that requires Can HoldCo or CallCo to deliver or cause to be delivered MVS and/or SVS to any Holder, the U.S. Company shall, in any manner deemed appropriate by it, provide or cause to be provided to Can HoldCo or CallCo, either in the form of a share certificate or in book entry form through the direct registration system, the requisite number of MVS and/or SVS to be received by, and issued to or to the order of, the former Holder of the surrendered Exchangeable Shares, as Can HoldCo or CallCo shall direct. All such MVS and/or SVS shall be duly authorized and validly issued as fully paid and non-assessable, and shall be free and clear of any Lien.

In the event that Can HoldCo, the U.S. Company or CallCo are required to deliver MVS and/or SVS to any Holder in connection with a public offering of SVS, Can HoldCo, the U.S. Company and CallCo shall use all commercially reasonable efforts to cooperate to shorten all applicable timeframes, including the Liquidation Date, Retraction Date or the Redemption Date, to allow earlier exchange, redemption or retraction of the Exchangeable Shares and settlement of the MVS and/or SVS.

Other than as permitted in Section 3.1, the U.S. Company shall not, without the prior approval of Can HoldCo and Exchangeable Shareholder Approval given in accordance with the Exchangeable Share Provisions:

issue or distribute MVS or SVS (or securities exchangeable for or convertible into, or carrying rights to acquire, MVS or SVS) to the holders of all or substantially all of the then issued outstanding MVS or SVS, as applicable, by way of a stock dividend or other distribution, other than an issue of MVS or SVS, as applicable (or securities exchangeable for or convertible into, or carrying rights to acquire, MVS or SVS), to holders of MVS or SVS that: (i) exercise an option to receive dividends in MVS or SVS, as applicable (or securities exchangeable for or convertible into, or carrying rights to acquire, MVS or SVS) in lieu of receiving cash dividends; or (ii) pursuant to any dividend reinvestment plan; or

issue or distribute rights, options or warrants to the holders of all or substantially all of the then issued outstanding MVS or SVS entitling them to subscribe for or to purchase MVS or SVS, as applicable (or securities exchangeable for or convertible into, or carrying rights to acquire, MVS or SVS); or

issue or distribute to the holders of all or substantially all of the then issued and outstanding MVS or SVS: (i) shares or securities of the U.S. Company of any class other than MVS or SVS (other than shares convertible into or exchangeable for, or carrying rights to acquire, MVS or SVS), as applicable; (ii) rights, options or warrants other than those referred to in Section 3.7(1)(b); (iii) evidences of indebtedness of the U.S. Company; or (iv) assets of the U.S. Company; in each case, unless the same or the economic equivalent on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares.

The U.S. Company shall not, without the prior approval of Can HoldCo and Exchangeable Shareholder Approval given in accordance with the Exchangeable Share Provisions:

subdivide, re-divide or change the then outstanding MVS or SVS into a greater number of MVS or SVS;

reduce, combine, consolidate or change the then outstanding MVS or SVS into a lesser number of MVS or SVS; or

reclassify or otherwise change the MVS or SVS, or effect an amalgamation, merger, reorganization or other transaction affecting the MVS or SVS,

The U.S. Company shall ensure that the record date for any event referred to in Section 3.7(1) or Section 3.7(2), or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the date on which such event is declared or announced by the U.S. Company (with contemporaneous notification thereof by the U.S. Company to Can HoldCo).

The Board of Directors shall determine, in good faith and in its reasonable discretion, economic equivalence for the purposes of any event referred to in Section 3.7(1) or Section 3.7(2), and each such determination shall be conclusive and binding on the U.S. Company and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors:

in the case of any stock dividend or other distribution payable in MVS or SVS, the number of each such class of shares issued in proportion to the number of MVS or SVS previously outstanding, as applicable;

in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase MVS or SVS (or securities exchangeable for or convertible into, or carrying rights to acquire, MVS or SVS), the relationship between the exercise price of each such right, option or warrant and the Current Market Price;

in the case of the issuance or distribution of any other form of property (including any shares or securities of the U.S. Company of any class other than MVS or SVS, any rights, options or warrants other than those referred to in Section 3.7(4)(b), any evidences of indebtedness of the U.S. Company or any assets of the U.S. Company), the relationship between the fair market value (as determined by the Board of Directors in good faith and in its reasonable discretion) of such property to be issued or distributed with respect to each outstanding MVS or SVS, as applicable, and the Current Market Price;

in the case of any subdivision, re-division or change of the then outstanding MVS or SVS into a greater number of MVS or SVS, as applicable, or the reduction, combination, consolidation or change of the then issued outstanding MVS or SVS into a lesser number of MVS or SVS, as applicable, or any amalgamation, merger, reorganization or other transaction affecting the MVS or SVS, the effect thereof upon the then issued outstanding MVS and SVS; and

in all such cases, the general taxation consequences of the relevant event to Holders to the extent that such consequences may differ from the general taxation consequences to holders of MVS or SVS as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of Holders).

Can HoldCo agrees that, to the extent required, upon due notice from the U.S. Company, Can HoldCo shall use its best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid, or other distributions are made, by Can HoldCo, or subdivisions, re-divisions or other changes are made to the Exchangeable Shares, in each case, in order to implement and maintain at all times the required economic equivalence with respect to the MVS and SVS, on the one hand, and Exchangeable Shares, on the other hand, as provided for in this Section 3.7. Without limiting the generality of the foregoing, the Board of Directors may, acting in good faith, adjust the number of MVS and/or SVS into which an Exchangeable Share is exchangeable (which initially is one) to reflect the economic equivalence of the relationship between the MVS and/or SVS, on the one hand, and the Exchangeable Shares, on the other hand.

such other Person or continuing corporation (the “U.S. Company Successor”), by operation of law, becomes bound by the terms and provisions of this Agreement or, if not so bound, executes prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the U.S. Company Successor of liability for all moneys payable and property deliverable hereunder, and the covenant of such U.S. Company Successor to pay and deliver or cause to be delivered the same, and its agreement to observe and perform all the covenants and obligations of the U.S. Company under this Agreement; and

such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other Parties hereunder.

Exchangeable Shares may only be issued by Can HoldCo, or Transferred by a Holder, to Permitted Holders. Any permitted issuance or Transfer of Exchangeable Shares must also include an issuance by the U.S. Company, or a Transfer by the Holder, as applicable, to the same Person of the same number of shares of U.S. Company Special Voting Stock. Any redemption, retraction or exchange, or subdivision, re-division or other change, of the Exchangeable Shares must also include a redemption or repurchase by the U.S. Company of the same number of shares of U.S. Company Special Voting Stock, or a corresponding subdivision, re-division or other change in respect of the U.S. Company Special Voting Stock.

Subject to Section 5.1(1), (a) Can HoldCo shall not issue any Exchangeable Shares, (b) the U.S. Company shall not issue any shares of U.S. Company Special Voting Stock, (c) and no Holder shall Transfer Exchangeable Shares and shares of U.S. Company Special Voting Stock, in each case, to any Person unless such Person is a party to this Agreement or agrees to become a party to this Agreement concurrently with such issuance or Transfer, as applicable.

Any purported Transfer of Exchangeable Shares in violation of this Section 5.1 shall be void to the maximum extent permitted by applicable law. To the maximum extent permitted by applicable law: (a) Can HoldCo and the U.S. Company shall not permit such a purported Transfer to be recorded on the securities registers of Can HoldCo and the U.S. Company maintained for the Exchangeable Shares and the U.S. Company Special Voting Stock, as applicable; and (b) from the date of any purported Transfer of Exchangeable Shares and/or shares of U.S. Company Special Voting Stock in violation of this Section 5.1, all rights attaching to such Exchangeable Shares and/or shares of U.S. Company Special Voting Stock shall be suspended and are inoperative until the purported Transfer is rescinded.

adding to the covenants of any or all Parties; provided, that the board of directors of each of Can HoldCo, CallCo and the U.S. Company shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Holders;

making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of Can HoldCo, CallCo and the U.S. Company, it may be expedient to make; provided, that each such board of directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the Holders; or

making such changes or corrections which, on the advice of counsel to Can HoldCo, CallCo and the U.S. Company, are required for the purpose of curing or correcting any ambiguity or defect, inconsistent provision, clerical omission, mistake or manifest error; provided, that the boards of directors of each of Can HoldCo, CallCo and the U.S. Company shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the Holders.

If to the U.S. Company, to:

If to Can HoldCo, to:

If to CallCo, to:

If to the Holders, to the address of each Holder at its address as shown on the securities register of Can HoldCo

any reference to an Article or a Section shall be to an Article or a Section of this Agreement;

the table of contents and headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement;

the words “include”, “includes” or “including” shall be deemed to be followed by the words “without limitation”;

the terms “this Agreement”, “hereof”, “herein” and “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof, and include any agreement or instrument supplementary or ancillary hereto;

words importing the singular number only shall include the plural and vice versa;

words importing any gender shall include all genders; and

if any date on which any action is required to be taken is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

Neither this Agreement, nor any of the rights, interests or obligations of the Parties under this Agreement, shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Any purported assignment without such consent shall be void. Subject to the preceding sentence and to Section 6.12(2), this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

For the avoidance of doubt, prior to or in connection with the designation by the U.S. Company of a Permitted Subsidiary other than CallCo to (a) exercise the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as applicable, or (b) be subject to the obligations of CallCo in connection with any Exchange Right exercised by a Holder or the Automatic Exchange Right, such Permitted Subsidiary must become a party to, and agree to be bound by all of the obligations of CallCo under, this Agreement.