INVESTOR RIGHTS AGREEMENT WESTERN COPPER AND GOLD CORPORATION AND RIO TINTO CANADA INC. DATED MAY 28, 2021

Article 1 DEFINITIONS AND INTERPRETATION

Section 1.1

Section 1.2

Section 1.3

Section 1.4

Section 1.5

Section 1.6

Section 1.7

Section 1.8

Section 1.9

Section 1.10

Section 1.11

Section 1.12

Section 1.13

Section 1.14

Article 2 GOVERNANCE

Section 2.1

Section 2.2

Section 2.3

Section 2.4

Section 2.5

Section 2.6

Article 3 REGISTRATION RIGHTS

Section 3.1

Section 3.2

Section 3.3

Section 3.4

Section 3.5

Section 3.6

Section 3.7

Section 3.8

Section 3.9

Section 3.10

Section 3.11

Section 3.12

Section 3.13

Article 4 SUBSCRIPTION RIGHTS

Section 4.1

Section 4.2

Section 4.3

Section 4.4

Section 4.5

Section 4.6

Article 5 RESTRICTIONS ON TRANSFER AND SALE OF SECURITIES

Section 5.1

Section 5.2

Article 6 OTHER COVENANTS

Section 6.1

Section 6.2

Section 6.3

Section 6.4

Article 7 DISPUTE RESOLUTION

Section 7.1

Section 7.2

Article 8 REPRESENTATIONS AND WARRANTIES

Section 8.1

Section 8.2

Article 9 MISCELLANEOUS

Section 9.1

Section 9.2

Section 9.3

Section 9.4

Section 9.5

Section 9.6

Section 9.7

Section 9.8

Section 9.9

Section 9.10

Section 9.11

Section 9.12

Section 9.13

Section 9.14

Section 9.15

Section 9.16

Section 9.17

Section 9.18

Section 9.19

any reference in this Agreement to a statute shall include and shall be deemed to be a reference to, such statute and to the regulations, policies and rules made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute, regulation, policy or rule that may be passed that has the effect of supplementing or superseding the statute so referred to or the regulations, policies or rules made pursuant thereto; and

any reference in this Agreement to an agreement refers to such agreement as amended, restated, supplemented or replaced from time to time.

Following the Subscription Closing Date, the Investor shall have the right (but not the obligation) to designate one (1) individual to act as a non-voting observer (the “Investor Observer”) to attend all meetings of the Board, such right exercisable at the sole discretion of the Investor by delivery of notice in writing to the Corporation given in accordance with Section 9.2.

Subject to the following sentence, the Investor Observer shall be entitled to: (a) receive notice of and to attend all meetings of the Board; (b) to the extent permitted by the Chair of the Board, acting reasonably, take part in discussions of matters brought before the Board; (c) receive all notices, consents, minutes, documents and other information and materials that are sent to members of the Board; and (d) receive copies of all written resolutions proposed to be adopted by the Board, including any resolution as approved, each at substantially the same time and in substantially the same manner as the Directors. Notwithstanding the foregoing sentence, the Investor Observer shall not be entitled to: (i) vote on any matters brought before the Board; and (ii) attend (x) meetings or portions of meetings of the Board comprised exclusively of Independent Directors; (y) meetings of any committee of the Board; or (z) meetings of the Board where the Chair of the Board believes, in his or her sole discretion, acting reasonably, that there could be a potential conflict as a matter of applicable corporate law as a result of a topic of discussion in the Board meeting relating to the Investor Observer or any member of the Rio Tinto Group.

All Board meetings shall be duly constituted notwithstanding the absence of the Investor Observer. No Board meeting shall be subject to delay and the Corporation shall not be in breach of its obligations hereunder provided that the Corporation has made reasonable efforts to provide notice of a Board meeting, as applicable, to the Investor Observer on the same terms as provided to the Directors, unless the Corporation determines, in its sole discretion, that it is not practicable to provide such notice to the Investor Observer.

The Investor will cause the Investor Observer to enter into a confidentiality agreement with the Corporation in form and substance satisfactory to the Investor and the Corporation, each acting reasonably, and to agree to be bound by the Corporation’s policies, including without limitation the Corporation’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, last approved by the Board on November 26, 2020, as amended from time to time (the “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”).

The Corporation shall not be required to (i) pay any compensation to the Investor Observer, (ii) provide any indemnification or maintain coverage under any policies of directors’ and officers’ insurance, in favour of the Investor Observer, or (iii) reimburse any costs or expenses incurred by the Investor Observer in connection with his or her attendance at meetings of the Board or otherwise.

The Corporation hereby acknowledges that the Investor Observer will be acting solely as an observer of the Board on behalf of the Investor, and that in no event do the Parties intend that the Observer be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person.

The rights set forth in this Section 2.1 shall terminate upon the earlier of: (a) the Investor’s Ownership Percentage falling below 5.0%; (b) the date that is 18 months following the Subscription Closing Date; and (c) the Investor exercising the right to nominate an Investor Nominee pursuant to Section 2.2; provided, however, that the Investor shall have a one-time right, exercisable at its sole discretion by delivery of notice in writing to the Corporation, to extend the 18 month period referred to in (b) above by an additional 12 month period (or such longer period of time as may be agreed in writing between the Corporation and the Investor).

If, at any time following the Subscription Closing Date, the Investor’s Ownership Percentage increases to 12.5% or more, the Investor shall have the right (but not the obligation) to designate one (1) nominee to serve as a Director (such nominee, an “Investor Nominee”).

Subject to Section 2.2(1), the Corporation covenants and agrees, upon 10 Business Days’ written notice by the Investor to the Corporation given in accordance with Section 9.2, to forthwith take all necessary steps, including increasing the size of the Board or causing the resignation of a Director, to cause the appointment of the Investor Nominee to serve on the Board until the next annual meeting of the Corporation’s shareholders, and in the

Notwithstanding anything to the contrary in this Agreement, the Investor Nominee shall, in advance of appointment or election as a Director and at all times while serving on the Board, be approved by the corporate governance and nominating committee of the Board and otherwise meet the qualification requirements to serve as a Director under the Act, applicable Securities Laws and the rules of the Exchanges.

Subject to having the appropriate qualifications, the Investor Nominee shall be considered for appointment to each of the following committees of the Board:

the audit committee;

the compensation committee;

the corporate governance and nominating committee; and

any other committee of the Board formed from time to time to oversee technical decisions and health, safety, environment and communities matters.

The rights set forth in this Section 2.2 shall terminate: (a) upon the Investor’s Ownership Percentage falling below 12.5% (for such purpose, the Investor shall immediately advise the Corporation in writing when the Investor’s Ownership Percentage falls below 12.5% as calculated in accordance with Section 9.3), in which case and at such time, the Corporation shall be entitled, in its sole discretion, to require the resignation of the Investor Nominee; or (b) if the Investor’s Ownership Percentage does not increase to 12.5% or more before the date that is 18 months following the Subscription Closing Date, upon such date; provided, however, that the Corporation and the Investor may mutually agree to extend the 18 month period referred to in (b) above by such additional period of time as may be agreed in writing between the Corporation and the Investor.

The Corporation agrees that management of the Corporation shall, in respect of every Director Election Meeting, and at every reconvened meeting following an adjournment thereof or postponement thereof, recommend the Investor Nominee identified in the proxy materials for election to the Board in a manner no less rigorous or favourable than the

If the Investor Nominee resigns, is removed, or is unable to serve for any reason prior to the expiration of his or her term as a Director, then the Investor shall be entitled to designate a replacement to be appointed by the Board as a Director, except if the Investor would have otherwise ceased to be entitled to designate such Investor Nominee pursuant to the terms hereof, and the Corporation agrees to appoint, subject to the Act, applicable Securities Laws and the rules of the Exchanges, within 10 Business Days of receiving written notice from the Investor of its new Investor Nominee, such individual to the Board to serve as the Investor Nominee until the next Director Election Meeting.

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

No Investor Nominee who is an officer or employee of the Corporation shall be entitled to any compensation for his or her service as a Director or on any committee of the Board.

The Corporation shall compensate the Investor Nominee that is not an Investor Nominee specified in Section 2.4(1) on the same terms and conditions as an Independent Director, that is not an Investor Nominee, in the ordinary course.

The Corporation shall reimburse the Investor Nominee for all reasonable out-of-pocket expenses incurred in connection with the attendance at meetings of the Board and any committees thereof on the same terms and conditions as an Independent Director, that is not an Investor Nominee, in the ordinary course.

The Investor Nominee shall be entitled to the benefit of customary director liability insurance applicable to all Directors.

The Investor Nominee shall be entitled to customary director indemnities as permitted by the Act applicable to all Directors.

Promptly following the Subscription Closing Date, the Corporation shall form a technical committee (the “Technical Committee”) to review and recommend all material technical decisions to be made in respect of the Project, including without limitation the Study.

The Technical Committee shall be comprised of three members, two of which will be appointed by the Corporation and one of which will be appointed by the Investor (the “Technical Committee Nominee”). The Technical Committee Nominee must be satisfactory to the Board, acting reasonably, and with reference solely to the scientific and/or technical capabilities of such Technical Committee Nominee. The Investor will cause the Technical Committee Nominee to enter into a confidentiality agreement with the Corporation in form and substance reasonably satisfactory to the Investor and the Corporation, each acting reasonably, and to agree to be bound by the Corporation’s policies, including without limitation the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy.

The Technical Committee shall follow the terms of reference attached as Schedule “A” to this Agreement, as such Terms of Reference may be amended or otherwise modified by the Corporation and the Investor from time to time.

The Corporation hereby acknowledges that the Technical Committee Nominee will be acting solely as a member of the Technical Committee on behalf of the Investor, and that in no event do the Parties intend that the Technical Committee Nominee be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person.

The rights set forth in this Section 2.5 shall terminate upon the earlier of: (a) the Investor’s Ownership Percentage falling below 5.0%; and (b) the date that is 18 months following the Subscription Closing Date; provided, however, that the Investor shall have a one-time right, exercisable at its sole discretion by delivery of notice in writing to the Corporation, to extend the 18 month period referred to in (b) above by an additional 12 month period (or such longer period of time as may be agreed in writing between the Corporation and the Investor).

Promptly following the Subscription Closing Date, the Investor and the Corporation shall establish a secondment program for Rio Tinto Group employees, with a view to facilitating the exchange of people, ideas and best practices between the Rio Tinto Group and the Corporation (the “Secondment Program”).

Pursuant to the Secondment Program, the Investor, on behalf of the Rio Tinto Group, will have the right (but not the obligation) to second up to three (3) suitably qualified persons (or such greater number as may be agreed between the Investor and the Corporation from time to time) to the Corporation to perform technical and/or health, safety, environment and community (HSEC) roles.

The rights set forth in this Section 2.6 shall terminate upon the earlier of: (a) the Investor’s Ownership Percentage falling below 5.0%; and (b) the date that is 18 months following the Subscription Closing Date; provided, however, that the Corporation and the Investor may mutually agree to extend the 18 month period referred to in (b) above by such additional period of time as may be agreed in writing between the Corporation and the Investor.

Subject to the limitations of this Article 3, at any time after the Subscription Closing Date, the Investor shall have the one-time right to make a written request to the Corporation for Registration of all or a portion of the Common Shares held by the Investor. The written request to the Corporation for Registration of Common Shares shall hereinafter be referred to as a “Demand Registration Request” and any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration”.

Subject to Section 3.1(3), if the Investor makes a Demand Registration Request under this Section 3.1, it shall be entitled to choose the jurisdictions in Canada, in which the Demand Registration shall be effected.

Each Demand Registration Request shall be in writing and specify: (i) the aggregate number of Common Shares that the Investor intends to offer and sell under the Demand Registration; (ii) the intended method of disposition thereof (which may include the use of a Short Form Prospectus, including a Base Shelf Prospectus and Shelf Prospectus Supplement, if the Corporation then qualifies to use such procedures); (iii) whether the intended offer and sale of Common Shares shall be made by an underwritten offering; and (iv) the jurisdiction(s) in Canada in which the Registration is to be effected, which jurisdictions shall be acceptable to the Corporation, acting reasonably. The Investor shall also provide an undertaking to the Corporation to provide all such information regarding the Investor’s holdings of Common Shares and the proposed manner of distribution for the Common Shares which the Investor intends to offer and sell in connection with such Demand Registration or as may otherwise be reasonably required in order to permit the Corporation to comply with applicable Securities Laws. In the event that the Corporation has filed a Base Shelf Prospectus with any of the Canadian Securities Authorities, the Investor shall also be entitled, during the effectiveness of such Base Shelf Prospectus, as its one-time right, to request and require the Corporation to prepare and file a Shelf Prospectus Supplement to effect the sale of the Investor’s Common Shares qualified under such Base Shelf Prospectus.

Subject to Section 3.4(1), the Corporation shall be entitled to include Common Shares to be issued and sold by the Corporation in any Demand Registration.

The Investor shall have the right to select the investment banker(s) and manager(s) to administer the offering of the Common Shares which are the subject of a Demand Registration, subject to the Corporation’s approval, which shall not be unreasonably withheld; provided that if any Demand Registration also involves an underwritten or agency treasury offering of the Corporation, the Corporation and the Investor shall jointly select the investment banker(s) and manager(s) to administer the offering. In the case of an underwritten Demand Registration, the Investor and its representatives may participate in the negotiation of the terms of any underwriting agreement.

The Corporation shall not be obligated to take any action to effect any Demand Registration: (i) within one (1) year following the Subscription Closing Date; (ii) if within the preceding 90 days a Piggyback Registration was effected; or (iii) if it is expected to result in gross proceeds from the sale of Common Shares subject to the Demand Registration of less than $1.0 million.

In the event the Board reasonably determines in its good faith judgment (as evidenced by a resolution of the Board) that the filing of a prospectus (including, after the filing of a Base Shelf Prospectus, a Shelf Prospectus Supplement) in respect of a Demand Registration would require the disclosure of material non-public information relating to the Corporation that the Corporation has a bona fide business purpose for preserving as confidential and disclosure of which would have a material adverse effect on the business of the Corporation (a “Valid Business Reason”), then the Corporation’s obligation to effect a Demand Registration under this Article 3 will be deferred for a period of not more than 60 days from the date of receipt of the Demand Registration Request, provided that the Corporation may not defer its obligations under this Article 3 for a period of more than 120 days during any 12 month period, subject to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and applicable Securities Laws. In each case, the Corporation shall provide prompt written notice to the Investor (including a copy of the above-mentioned resolution of the Board and copies of any other resolutions or determinations by the Board relating to such postponement) of its determination and the facts giving rise to the Valid Business Reason and an approximation of the anticipated period of time of such postponement. The Corporation shall provide prompt written notice to the Investor of the time at which it determines that the Valid Business Reason no longer exists.

A Demand Registration requested pursuant to this Section 3.1 shall not be deemed to have been effected if (i) a receipt is not obtained for a final prospectus (if applicable), (ii) the applicable proposed distribution is interfered with by any cease trade or stop order, injunction or other order or requirement of any Canadian Securities Authority, the Exchanges or other Governmental Entity, or (iii) the conditions to closing specified in the applicable underwriting or agency agreement entered into in connection with the applicable proposed distribution are not satisfied or waived by reason of the failure or refusal of the Corporation to satisfy or perform a condition to such closing (including if so specified by reason of the occurrence of a material adverse change).

Subject to the limitations of this Article 3, at any time and from time to time following the Subscription Closing Date, if the Corporation proposes to qualify, distribute or register any securities of the Corporation under any of the Securities Laws in a form and manner which would permit qualification of Common Shares held by the Investor (a “Piggyback Registration”), the Corporation shall give prompt written notice to the Investor of its intention to do so and, subject to Section 3.4(2), shall include in such qualification or registration all Common Shares in respect of which the Corporation has received from the Investor a written request from the Investor for inclusion therein within five Business Days (two Business Days in the case of a Bought Deal to be undertaken by way of a Short Form Prospectus or Shelf Prospectus Supplement) after the receipt of the Corporation’s notice. The written request by the Investor for inclusion in the Piggyback Registration shall hereinafter be referred to as a “Piggyback Registration Request”.

The Corporation’s notice shall include the particulars of the proposed offering, if available, including the proposed jurisdictions in which such distribution is to be effected, the estimated number and type of securities of the Corporation proposed to be issued, the range of the estimated offering price per security, the proposed plan of distribution (including the use of a Short Form Prospectus or Shelf Prospectus Supplement) and the proposed terms of the underwriting or agency arrangements.

The Corporation shall have the right to select the investment banker(s) and manager(s) to administer the offering from treasury and of the Common Shares which are subject to the Piggyback Registration, subject to the approval of the Investor, which shall not be unreasonably withheld.

The Corporation shall also provide to the Investor any current draft preliminary prospectus or draft Shelf Prospectus Supplement as applicable, if available, and any current draft engagement letter in respect of a Bought Deal, underwriting agreement or agency agreement, if available, relating to the proposed offering.

prepare and file (in any event within 30 days (60 days in the event the Corporation is not eligible to file a Short Form Prospectus) after a request for Registration has been delivered to the Corporation, or such shorter period required under Securities Laws with respect to the particular prospectus process) under the Securities Laws, in the English language and, if required, the French language, a preliminary prospectus or similar document in each jurisdiction in which the Registration is to be effected as consented to by the Corporation and such other related documents (including exhibits, financial statements, and ancillary materials, where applicable) as may be necessary or appropriate relating to the proposed distribution;

furnish to the Investor copies of the preliminary prospectus, prospectus, or any amendments or supplements thereto, including exhibits, financial statements and ancillary materials, if applicable, and provide the Investor and the lead underwriter(s) or agent(s) if any (and their respective counsel) with a reasonable opportunity to participate in the preparation of such documents in accordance with Section 3.8;

notify the Investor and the lead underwriter(s) or agent(s), if any, and (if requested) confirm such advice in writing as soon as practicable after notice thereof is received by the Corporation (A) when the preliminary prospectus and prospectus, and any amendment thereto, has been filed or been receipted (as applicable); (B) of any request by the Canadian Securities Authorities for amendments to the preliminary prospectus or prospectus or for additional information; (C) of the issuance by the Canadian Securities Authorities of any stop trade or cease trade order relating to the prospectus or any order preventing or suspending the use of any preliminary prospectus or prospectus or the initiation or threatening of any proceedings for such purposes; and (D) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of the Common Shares for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

as soon as possible after any comments of the relevant Canadian Securities Authorities have been satisfied with respect thereto, prepare and file under the Securities Laws a prospectus in the English language and, if required, the French language, and receive a receipt therefor;

take all other steps and proceedings that may be necessary in order to qualify the applicable Common Shares for distribution under applicable Securities Laws by registrants who comply with the relevant provisions of such Securities Laws;

prepare and file with the relevant Canadian Securities Authorities such amendments and supplements to such preliminary prospectus and prospectus as may be necessary to comply with the provisions of Securities Laws with respect to the distribution of all Common Shares and other securities covered thereby, and take such reasonable steps to maintain the qualification of such prospectus until the earlier of the completion of the distribution or 30 days following issuance of the receipt for the final prospectus;

furnish to the Investor and underwriters, if any, without charge, as many commercial copies of the preliminary prospectus, prospectus and any amendment and supplement thereto, including financial statements and schedules and all documents incorporated therein by reference, as such Persons may reasonably request, and such other documents as the Investor may reasonably request, in order to facilitate the distribution of the Common Shares;

furnish to the Investor:

opinions of counsel for the Corporation in the preliminary prospectus, final prospectus or Shelf Prospectus Supplement, as applicable, in forms that are customary at such times for distributions of securities similar to the distribution of the Common Shares to be offered and sold;

opinions of counsel for the Corporation addressed to the underwriter(s) or agent(s) on the closing date for the distribution of such securities, in forms that are customary at such times for distributions of securities similar to the distribution of the Common Shares to be offered and sold;

a “comfort” letter addressed to the Investor and the underwriters or agents dated the date of the final prospectus or Shelf Prospectus Supplement, as applicable, and a “bring-down comfort” letter on the closing date signed by the auditors of the Corporation and providing comfort in relation to financial information contained in the prospectus (or incorporated by reference therein), provided that the Investor shall have made such representations and provided such undertakings as the auditor may reasonably require;

if the prospectus is filed in Québec, opinions of Québec counsel for the Corporation and the auditors of the Corporation addressed to the Investor and the underwriters or agents relating to the translation of the preliminary prospectus, the prospectus and the respective documents incorporated by reference therein, such opinion being dated the dates of the preliminary prospectus, the final prospectus and/or Shelf Prospectus Supplement, as applicable, and closing; and

such corporate certificates, satisfactory to the Investor acting reasonably, as are customary at such times for distributions of securities similar to the distribution of the Common Shares to be offered and sold;

during the period after the filing of a preliminary prospectus (or Shelf Prospectus Supplement) and before the completion of the distribution, immediately notify the Investor and the lead underwriter(s) or agent(s), if any, of the happening of any event as a result of which the preliminary prospectus or the prospectus, as then in effect, would include an untrue statement of material fact or would omit any fact that is required to be stated or that is necessary to make any statement therein not misleading, or would fail to constitute full, true and plain disclosure of all material facts regarding the Common Shares when such preliminary prospectus or prospectus was delivered, and as promptly as practicable, prepare and file with the Canadian Securities Authorities, and furnish to the Investor and the lead underwriter(s) or agent(s), if any, a supplement or amendment to such preliminary prospectus or prospectus which would correct such information. The Corporation shall furnish to the Investor and the lead underwriter(s) or agent(s), if any, a reasonable number of commercial copies of any such supplement or amendment as may be necessary so that, as thereafter delivered to the purchasers of such Common Shares, the preliminary prospectus or prospectus shall not include an untrue statement of a material fact or omit to state any fact that is required to be stated or that is necessary to make any statement therein not misleading;

otherwise comply with all applicable policies, rules and regulations of the relevant Canadian Securities Authorities;

cause all of the Common Shares to be listed and posted for trading on each securities exchange on which any of the Corporation’s equity securities are then listed or quoted and on each inter-dealer quotation system on which any of the Corporation’s equity securities are then quoted;

enter into such customary agreements and underwriting or agency agreements containing such representations and warranties by the Corporation, indemnification provisions in favour of the agents or underwriters, indemnification and contribution provisions consistent with Section 3.9, Section 3.10 and Section 3.11, and such other terms and provisions as are customary in underwriting or agency agreements for such offerings (including, where applicable, secondary offerings);

in the event of the issuance of any order or ruling suspending the effectiveness of a prospectus receipt or of any order suspending or preventing the use of any prospectus or suspending the qualification of any securities qualified by such prospectus for sale in any jurisdiction, the Corporation will notify the Investor and the lead underwriter(s) or agent(s), if any, of such event and use commercially reasonable efforts to promptly obtain the withdrawal of such order or ruling; in the case of a secondary offering by the Investor, the Investor will not (until further notice) effect sales thereof or deliver any prospectus in respect of such sale after notification by the Corporation to the Investor, under this Section 3.3(m);

use commercially reasonable efforts to qualify such Common Shares under the Securities Laws of such jurisdictions of Canada in which the Registration will be effected, and obtain such other governmental authorizations reasonably necessary to effect sales (provided that the Corporation will not be required to: (i) qualify generally to do business in any jurisdiction of Canada or any other jurisdiction in which it would not otherwise be required to qualify but for this Section 3.3(n); or (ii) consent to general service of process in any such jurisdiction in which it is not then so subject);

cause the senior officers and other representatives of the Corporation acceptable to the Investor, and the underwriter(s) or agent(s), on a reasonable basis, to be available for and participate in “road shows”, institutional investor meetings, and similar events to support the sale of the Common Shares subject to the offering; and

take such other actions and execute and deliver such other documents as may be reasonably necessary to give full effect to the rights of the Investor under this Article 3.

If any Demand Registration involves an underwritten or agency offering and the lead underwriter(s) or agent(s) advises the Corporation and the Investor in writing that in its or their good faith reasonable judgment, the number of Common Shares that the Investor and the Corporation have requested to be included in such offering together with any other Common Shares to be included in such offering exceeds the number (the “Maximum Offering Size”) that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Shares offered or the market for the Common Shares, the Corporation shall include Common Shares in such qualification for distribution in the following priority to the extent possible, without causing the distribution to exceed the Maximum Offering Size:

first, such Common Shares requested to be qualified for distribution by the Investor; and

second, after allowing for the inclusion of all of the Common Shares required under Section 3.4(1)(a), as many of the Common Shares proposed to be qualified for distribution by the Corporation as part of the Demand Registration.

If any Piggyback Registration involves an underwritten or agency offering and the lead underwriter(s) or agent(s) advises the Corporation and the Investor in writing that in its or their good faith reasonable judgment, the number of Common Shares that the Corporation and the Investor has requested to be included in such offering exceeds the Maximum Offering Size, the Corporation shall include Common Shares in such qualification for distribution in the following priority to the extent possible, without causing the distribution to exceed the Maximum Offering Size:

first, such Common Shares the Corporation proposes to sell from treasury; and

second, after allowing for the inclusion of all of the Common Shares required under Section 3.4(2)(a), such Common Shares requested to be qualified for distribution by the Investor.

All expenses incurred in connection with a Demand Registration pursuant to Section 3.1, including: (i) fees payable to Canadian Securities Authorities; (ii) fees and expenses of compliance with Securities Laws; (iii) printing and copying expenses; (iv) messenger and delivery expenses; (v) expenses incurred in connection with any road show and marketing activities; (vi) fees and disbursements of counsel to the Corporation and the Investor; (vii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or “comfort” letter) and fees and expenses of any other special experts or advisors retained by the Corporation; (viii) translation expenses; and (ix) any other fees and disbursements of underwriters customarily paid by issuers or sellers of securities (but excluding the Investor Expenses), shall be borne by the Investor.

All expenses incurred in connection with a Piggyback Registration pursuant to Section 3.2 (excluding underwriters’ discounts and commissions in respect of Common Shares to be sold by the Investor and fees and disbursements of counsel to the Investor, which shall be borne by the Investor (the “Investor Expenses”)), including: (i) fees payable to Canadian Securities Authorities; (ii) fees and expenses of compliance with Securities Laws; (iii) printing and copying expenses; (iv) messenger and delivery expenses; (v) expenses incurred in connection with any road show and marketing activities; (vi) fees and disbursements of counsel to the Corporation; (vii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or “comfort” letter) and fees and expenses of any other special experts or advisors retained by the Corporation; (viii) translation expenses; and (ix) any other fees and disbursements of underwriters customarily paid by issuers or sellers of securities (but excluding the Investor Expenses), shall be borne by the Corporation.

In connection with any secondary offering as herein contemplated, to the extent permitted by Laws, the Corporation shall indemnify and hold harmless the Rio Tinto Group and each of their respective directors, officers, employees and agents (collectively, the “Corporation Indemnified Parties”) from and against all losses (other than losses of profit in connection with the distribution of the Common Shares), penalties, judgments, suits, costs, claims, damages, ▇▇▇▇▇▇▇▇▇▇▇ and expenses whatsoever (including reasonable

In connection with any secondary offering as herein contemplated, to the extent permitted by Laws, the Investor shall indemnify and hold harmless the Corporation, each of its affiliates and subsidiaries and their respective directors, officers, employees and agents and underwriters or agents, their officers and directors and each person who controls such underwriters or agents who participates in such secondary offering (collectively, the “Investor Indemnified Parties”), from and against all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses whatsoever (including reasonable costs of investigation and legal fees and expenses and any indemnity and contribution payments made to underwriters), including any amounts paid in settlement of any investigation, order, litigation, proceeding or claim, joint or several, incurred, arising out of or based on: (a) any untrue or alleged untrue statement of material fact contained in any preliminary prospectus or prospectus or any amendment thereof or supplement thereto, including all documents incorporated therein by reference caused by information relating solely to the Investor provided to the Corporation in writing by the Investor for use in the prospectus; or (b) any omission or alleged omission to state in any such document a material fact relating to the Investor required to be stated therein or necessary to make any statement therein not misleading; provided that the Investor shall not be liable under this Section 3.9(2) for any settlement of any action effected without its written consent, which consent shall not be unreasonably withheld or delayed; and provided further that the indemnity provided for in this Section 3.9(2) shall not apply to any loss, claim, damage, liability or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission contained in any prospectus relating to the secondary offering if any underwriter or agent failed to send or deliver a copy of the prospectus to the Person asserting such losses, liabilities, claims, damages or expenses on or prior to the delivery of written confirmation of any sale of securities covered thereby to such Person in any case where such prospectus corrected such untrue statement or omission. In no event shall the liability of the Investor under this Section 3.9(2) be greater in amount than the dollar amount of the proceeds from the sale of Common Shares in the offering giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by the Investor under Section 3.11 and any amounts paid by the Investor as a result of liabilities incurred under the underwriting or agency agreement, if any.

Notwithstanding any other provision of this Article 3, should the Investor not agree to the indemnification set out in Section 3.9(2), the Corporation shall not be required to qualify the Investor’s Common Shares in the Demand Registration or the Piggyback Registration in respect of which the Investor does not agree to provide such indemnification.

At any time and from time to time after the Subscription Closing Date, if the Corporation issues any Common Shares or Convertible Securities (the “New Securities”) to a Third Party, then the Corporation shall offer to the Investor the opportunity (directly or through an affiliate) to subscribe, and the Corporation hereby grants the Investor the right to subscribe, for such number of securities (the “Offered Securities”) of the same class as (or otherwise having attributes identical to) the securities comprising the new issue such that the ratio that the Offered Securities bears to the sum of the New Securities and the Offered Securities is the same as the ratio that (i) the aggregate of the Common Shares then owned by or over which control or direction is exercised by the Investor (calculated on a non-diluted basis), bears to (ii) all Common Shares then outstanding (calculated on a non-diluted basis).

Such Offered Securities shall be offered and, if applicable, issued to the Investor on the same terms and conditions (including price) as the terms and conditions on which the New Securities are to be or were issued to the Third Party; provided that, if the structure of the offering of the New Securities does not permit (or does not practically permit, including with respect to the time periods contemplated or otherwise) the Investor to participate directly, then such Offered Securities may be offered by way of a separate concurrent private placement to the Investor or by way of a separate private placement to the Investor completed as soon as practicable thereafter, but in accordance with the time periods set out in Section 4.2.

Any offer required to be made under Section 4.1 shall be made by written notice to the Investor in accordance with Section 9.2, referencing Section 4.1 and specifying the number and class of securities offered, the subscription price, and other relevant terms and conditions. Such notice shall also specify the period within which the offer, if not accepted, will be deemed to have been declined. The period within which it must be accepted is (i) ten Business Days after the date of receipt of a notice, other than in connection with a Bought Deal, or (ii) subject to Section 4.2(3), within two Business Days after the date of receipt of a notice, in connection with a Bought Deal.

In response to any offer required to be made under Section 4.1, the Investor may elect to participate in such offer by providing a written notice to the Corporation within the acceptance period set forth in the notice under Section 4.2(1), which acceptance notice shall set forth the maximum amount of such offer for which the Investor wishes to subscribe.

Notwithstanding any other provision of this Article 4, if any offer is to be conducted on a Bought Deal basis, the Investor may, with the prior written consent of the Corporation (to be obtained prior to delivery of its acceptance notice), choose not to participate in the Bought Deal but instead elect, within ten Business Days after the date of receipt of an offer, to exercise its rights under this Agreement through a private placement to be completed concurrently with, or within three Business Days following, the completion of such Bought Deal.

The Investor and the Corporation shall use commercially reasonable efforts to complete the issuance of Common Shares or Convertible Securities issued to the Investor pursuant to the exercise of the right under Section 4.1 concurrently with the completion of the securities issuance related to the applicable exercise of such offer (or as soon as practicable thereafter); provided that in no event shall the Investor be required by the Corporation to close any subscription for its respective portion of the issuance prior to 15 Business Days from the date of the acceptance of the offer by the Investor under Section 4.2(2); and provided further that the failure of the Investor to so subscribe within such period shall not in any way affect or impede the ability of the Corporation to complete the issuance of the New Securities to any Third Party at the end of such time period.

Notwithstanding Section 4.1, the Corporation shall not be obligated to make an offer under or to otherwise comply with, and the Investor shall not have any right to acquire any securities pursuant to, Section 4.1, if the New Securities were issued pursuant to:

a rights offering that is offered to all shareholders holding Common Shares;

a share split, share dividend or any similar recapitalization of the Corporation; provided that the beneficial shareholders of the Corporation and the percentage ownership interest of each beneficial shareholder of the Corporation do not change as a result thereof;

issuances for compensatory purposes to directors, officers, employees of or consultants to the Corporation and its affiliates made after the Subscription Closing Date pursuant to a security based compensation plan of the Corporation that complies with the requirements of the Toronto Stock Exchange; or

an offering of Offered Securities made only to the Investor or any of its affiliates.

Without limiting Section 4.1, at any time and from time to time after the Subscription Closing Date, the Corporation agrees that:

the Investor (directly or through an affiliate) shall have the right (the “Top-up Right”) to subscribe for and to be issued in connection with the issuance of Common Shares in connection with: (i) any equity-based compensation arrangements of the Corporation; and (ii) the conversion, exercise or exchange of Convertible Securities issued prior to or after the date of this Agreement (any, a “Dilutive Issuance”) up to such number of Common Shares that will allow the Investor to maintain or acquire up to the Investor’s Ownership Percentage that is the same as the Investor’s Ownership Percentage that the Investor would have had but for the Dilutive Issuance referenced in the Top-Up Notice (the “Top-up Shares”); and

the Top-up Right shall be exercisable from time to time following Dilutive Issuances that result in the reduction of the Investor’s Ownership Percentage by an aggregate of 1.0% or more (the “Top-up Threshold”). The Top-up Threshold shall be calculated by aggregating all Dilutive Issuances that occurred in each case from the later of: (i) the date of this Agreement; (ii) the date of the last Top-up Notice; and (iii) the date of completion of the last Top-up Offering.

Subject to Section 4.4(5), within five Business Days of the end of each three month period ending March 31, June 30, September 30 and December 31 during which one or more Dilutive Issuances occurred resulting in the Top-up Threshold being achieved, the Corporation shall deliver a written notice (a “Top-up Notice”) to the Investor containing the number of Convertible Securities converted, exercised or exchanged into Common Shares, and the total number of issued and outstanding Common Shares following such Dilutive Issuances and any other conversions, exercises and exchanges of Convertible Securities, in each case from the later of (A) the date of this Agreement, (B) the date of the last Top-up Notice, and (C) the date of completion of the last Top-up Offering.

If the Investor wishes to exercise the Top-up Right, the Investor shall give written notice to the Corporation (the “Exercise Notice”) of its intention to exercise such right and of the number of Top-up Shares the Investor wishes to subscribe for and purchase pursuant to the Top-up Right. The Investor shall deliver an Exercise Notice to subscribe to the Top-up Offering or issuance of Top-up Shares, within 15 Business Days after the date of receipt of a Top-up Notice, failing which the Investor will not be entitled to exercise the Top-up Right in respect of such issuance of Top-up Shares.

If the Investor delivers an Exercise Notice in accordance with Section 4.4(3), the Corporation shall in accordance with the provisions of this Section 4.4, promptly, and in any event within 30 days of the date on which the relevant Exercise Notice was delivered, complete an offering to the Investor of the number of Top-up Shares the Investor wishes to subscribe for pursuant to the Top-up Right, as specified in the Exercise Notice, at an offering price per Top-up Share equal to the Market Price on the date the Top-up Notice was delivered to the Investor (each, a “Top-up Offering”). For greater certainty, each Top- up Offering will be an offering of Common Shares.

Notwithstanding any other provision of this Article 4 to the contrary, if a Top-up Threshold is achieved, or is determined by the Corporation, acting reasonably, to be likely to occur prior to the date on which a record date for any meeting of shareholders is to be set, the Corporation shall deliver a Top-up Notice to the Investor at least 20 Business Days prior to such record date or such shorter period prior to such record date as may be agreed in writing between the Investor and the Corporation upon confirmation by the Corporation that it has all necessary authorizations and approvals to complete the Top-up Offering within such shortened period. If the Investor delivers an Exercise Notice in accordance with Section 4.4(3) or during such shortened notice period as may have been agreed between the Corporation and the Investor pursuant to this Section 4.4(5), in response to a Top-up Notice delivered pursuant to Section 4.4(2), the Corporation shall in accordance with the provisions of this Article 4, promptly, and in any event prior to declaring the record date for such shareholder meeting, complete a Top-up Offering to the Investor.

Subject to Section 5.1(2), for a period of 12 months after the Subscription Closing Date, if the Investor wishes to Transfer any Common Shares of which it owns (or over which it exercises control or direction over), directly or indirectly (the “Sale Shares”), the Investor shall notify the Corporation of its intention to Transfer the Sale Shares (the “Sale Notice”), which Sale Notice shall set out the minimum price that the Investor would be prepared to accept for the Sale Shares and any other terms and conditions of the disposition. The Corporation shall thereafter have the opportunity, until the sixtieth (60th) day following delivery of the Sale Notice, to identify one or more prospective purchasers of all, but not less than all, of such Sale Shares at the price specified in the Sale Notice (the “Buyer Identification Period”). If the Corporation identifies one or more prospective buyers, the Investor shall negotiate in good faith with the prospective buyer(s) the terms of such sale. If the Corporation fails to identify any prospective buyers within the Buyer Identification Period, the Investor does not approve of the prospective buyer(s) and/or the Investor is unable to agree to the terms of such sale with the prospective buyer(s), as applicable, the Investor shall be entitled to sell up to the number of Sale Shares set out in its Sale Notice, provided that such sale is completed within 45 days following expiry of the Buyer Identification Period.

Section 5.1(1) shall not apply in the case of a disposition by the Investor of Sale Shares:

in a private sale transaction with the prior written consent of the Corporation;

to an affiliate of the Investor, provided that prior to any such disposition, the affiliate agrees in writing (in the form attached as Schedule “B” to this Agreement) to be bound by the Investor’s obligations under this Agreement and provided that the Investor shall cause any such affiliates to comply with this Agreement on the same basis as the Investor and shall be liable for any breach thereof by any such affiliate; or

pursuant to a bona fide take-over bid by any Person (other than the Investor, any of its affiliates or any other Person jointly or in concert (within the meaning of applicable Securities Laws)), or in connection with a merger, business combination, amalgamation or arrangement that requires approval by holders of Common Shares and for which a circular has been delivered to the shareholders of the Corporation in accordance with Securities Laws.

For a period of 12 months following the Subscription Closing Date, the Investor shall not, directly or indirectly, without the prior written consent of the Corporation:

acquire or agree to acquire, individually or jointly or in concert with any other person, any securities of the Corporation (including Convertible Securities), other than in connection with the exercise of the Investor’s rights pursuant to Article 4 of this Agreement;

make, or in any way participate in, any solicitation of proxies to vote, or seek to advise or influence any other person or entity with respect to the voting of, any voting securities of the Corporation;

engage in any discussions or negotiations with, enter into any agreement or submit a proposal for, or offer to acquire or announce an intention to offer to acquire or assist, advise or encourage any other person or entity to affect a take-over bid, tender or exchange offer involving the Corporation or any of its affiliates; or

otherwise act alone or jointly or in concert with others in connection with any of the foregoing,

Notwithstanding Section 5.2(1), the Investor shall be permitted to make a confidential proposal (a “Proposal”) to the Board regarding any of the transactions or activities contemplated in Section 5.2(1), to enter into discussions or negotiations with the Board (or with one or more individuals designated by the Board for such purpose) with respect to the terms of any such Proposal and to enter into any agreement with the Corporation providing for the consummation of such Proposal; provided that the Investor shall not under any circumstances make any public disclosure of the making of or terms of such Proposal or agreement except with the prior written consent of the Corporation, which consent may be withheld by the Corporation in its sole discretion.

The Investor acknowledges that it is subject to restrictions imposed by Securities Laws on the purchase or sale of securities of an issuer while in the possession of material non- public information concerning that issuer, and on the communication of that information to any other Person.

The Corporation shall provide the Investor with quarterly reports describing the progress, results and findings of the Study, including work and activities conducted, expenditure incurred, safety, environmental performance and any matters of circumstances which may result in material delay to the Study. The Corporation shall provide the Investor with access to the underlying data supporting the Study and shall ensure that the data is maintained in a single physical location or contemporaneously maintained on a server accessible to both the Corporation and the Investor.

Upon reasonable notice and provided it would not unreasonably interfere with the business and affairs of the Corporation, the Corporation agrees to provide the Investor and its representatives with reasonable access during regular business hours to: (a) the Project; and (b) all books, records, data and information relating to the Project in its possession and control.

The foregoing right of the Investor shall terminate upon the earlier of: (a) the Investor’s Ownership Percentage falling below 5.0%; and (b) the later of (i) the date that is 18 months following the Subscription Closing Date and (ii) 6 months following completion of the Study; provided, however, that the Corporation and the Investor may mutually agree to extend the time periods referred to in (b) above by such additional period of time as may be agreed in writing between the Corporation and the Investor.

the Corporation is duly incorporated, validly existing and in good standing under the laws of the Province of British Columbia and has all requisite corporate power and authority to execute and deliver this Agreement;

this Agreement has been duly executed and delivered by the Corporation; and

this Agreement constitutes the valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect.

the Investor is duly incorporated, validly existing and in good standing under the laws of Canada and has all requisite corporate power and authority to execute and deliver this Agreement;

this Agreement has been duly executed and delivered by the Investor; and

this Agreement constitutes the valid and binding agreement of the Investor, enforceable against the Investor in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect.

If to the Corporation, to:

If to the Investor, to:

This Agreement shall terminate and all rights and obligations hereunder shall cease to apply upon the earliest to occur of the following:

the Transfer of all of the Investor’s Common Shares in accordance with this Agreement; and

the later of: (a) the day upon which all of the Investor’s rights under Article 2 to Article 6 inclusive of this Agreement have terminated or expired; and (b) the day upon which the Investor’s Ownership Percentage is deemed to have fallen below 5.0% in accordance with Section 9.3.

Notwithstanding Section 9.4(1), the provisions of Article 7 and Article 9 shall survive any termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration expenses incurred prior to termination.

Any information regarding a Party that:

has not become generally available to the public;

was not available to a Party or its representatives on a non-confidential basis before the date of this Agreement; or

does not become available to a Party or its representatives on a non-confidential basis from a Person who is not, to the knowledge of the Party or its representatives, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from transmitting the information to the Party or its representatives,

Each Party undertakes that it and its representatives will: (a) keep such Confidential Information strictly confidential; and (b) except with the prior written consent of the disclosing Party, not disclose to any third party any Confidential Information received from the disclosing Party; provided that any such information may be disclosed to those affiliates and representatives of the receiving Party who in each such case have a legitimate and verifiable need to know such information and who agree in writing or by the receiving Party’s written policies or protocols are required to keep such information confidential and to be bound by the terms of this Section 9.5 at least to the same extent as if they were Parties hereto. Notwithstanding any such agreement on the part of each such affiliate or representative, each Party shall ensure that its affiliates or representatives strictly observe the terms of this Section 9.5 and shall be liable for any breach of this Section 9.5 by any of its affiliates or representatives. Each Party shall fully inform each of its affiliates and representatives to whom Confidential Information is disclosed of all restrictions and requirements contained in this Section 9.5.

No Confidential Information may be released to third parties without the consent of the provider thereof, except that the Parties agree that they will not unreasonably withhold such consent to the extent that such Confidential Information is compelled to be released by legal process or must be released to regulatory bodies and/or included in public documents.

Upon request by the provider of the Confidential Information, the other Party will return to the provider, or destroy (subject only to normal course data back-up or archival processes), all documents, including any copies thereof, comprised in the Confidential Information provided by the provider, and the recipient of the Confidential Information will confirm in writing that all Confidential Information has been returned or destroyed (subject only to normal course data back-up or archival processes), as applicable, provided that one copy of the Confidential Information may be retained within a receiving Party’s legal department for liability defense purposes only. Notwithstanding any such return or destruction of any Confidential Information, Confidential Information, including, without limitation, any Confidential Information retained by a receiving Party, will continue to be subject to this Agreement. In addition, Confidential Information that has been prepared by either Party from publicly available information or from information not obtained pursuant to this Agreement may be retained by the Party that has prepared such information.

The foregoing confidentiality restrictions shall not prohibit a Party from using general geological inferences, interpretations or understanding which it has drawn from or in the course of the Project in the pursuit of any other business opportunity.

These Terms of Reference are established for, and govern the conduct of, the Technical Committee. The purpose of the Technical Committee is to review and recommend all material technical and operational decisions on the Issuer’s Casino Project located in Yukon Territory, Canada.

The Technical Committee shall consist of three members (each, a “Member”). The Issuer is entitled to appoint two Members and Rio Tinto is entitled to appoint one Member.

Each Member shall have the right to appoint an alternate.

The Technical Committee shall be chaired by a Member who is a nominee of the Issuer (the “Committee Chair”). The Committee Chair shall have the responsibility of running meetings of the Members (“Meetings”).

All members shall be individuals and not corporate bodies and shall have appropriate scientific and/or technical experience and capability.

The Technical Committee shall meet at least quarterly or more frequently if required and to the extent practicable four (4) weeks before meetings of the Board.

Quorum for a Meeting shall be at least one Issuer appointee and one Rio Tinto appointee, both of whom shall be present throughout the meeting in person or in accordance with paragraph 9.

At least ten (10) Business Days’ notice shall be given before each Meeting. Any notice of a Meeting must specify in reasonable detail the purpose of the Meeting and the agenda of items to be discussed at each meeting shall be determined by the Committee Chair in consultation with the Members. Each Member may waive notice of a Meeting (with attendance by a Member at the Meeting to be deemed a waiver of notice).

Members shall be permitted to participate in all Meetings by means of telephone conference, video conference or other communications facility.

The Members of the Technical Committee may, when it is relevant to the issues to be discussed, invite technical and/or operational staff of the Issuer and/or Rio Tinto (including Rio Tinto’s secondees to the Project) (as applicable) to attend meetings of the Technical Committee from time to time.

The Technical Committee may modify these terms of reference to, amongst other things, modify operating procedures and schedules and manner of meetings, such modifications of these terms of reference to be subject to approval by the Board.

The Technical Committee shall be responsible for:

Reviewing the progress and results of the Study and implementation of the Scope of Work (as defined in the Subscription Agreement);

Reviewing and monitoring the technical and operational decisions relating to the Casino Project;

Reviewing and monitoring the health, safety, environmental and community social performance (HSEC) matters related to the Project; and

Acting in an advisory capacity to assist the Board to deal with any technical and/or operating issues (including HSEC) which arise from time to time.

Notwithstanding the foregoing, the Technical Committee’s role is advisory in nature only and final approval in respect of all matters related to technical decisions for the Casino Project rests with the Board.

The Parties to the Investor Rights Agreement (the “Investor Rights Agreement”) made as of the 28th day of May, 2021 by and between Western Copper and Gold Corporation and Rio Tinto Canada Inc., and any subsequent or replacement Parties thereto.

Any expression capitalized herein for other than grammatical purposes and not defined herein shall have the meaning set out in the Investor Rights Agreement.

The New Shareholder hereby consents to the terms and conditions of the Investor Rights Agreement and agrees to assume all of the obligations of the Existing Shareholder thereunder and to be subject to all of the restrictions to which the Existing Shareholder is subject thereunder, in each case as though the New Shareholder was the Existing Shareholder and had been an original signatory to the Investor Rights Agreement.

The New Shareholder confirms that it has executed this agreement voluntarily after having had the opportunity to seek independent legal advice and that it fully appreciates the nature, extent and consequences of this agreement and the Investor Rights Agreement.

The New Shareholder hereby acknowledges receipt of a copy of the Investor Rights Agreement.

This agreement shall enure to the benefit of the Parties and their respective heirs, executors, administrators, legal personal representatives, successors (including, without limitation, any successor by reason of amalgamation of any Party) and permitted assigns. Neither this agreement nor any rights or obligations hereunder shall be assignable by any Party except pursuant to the provisions of the Investor Rights Agreement.