Exhibit 10.1


 


Execution
Version


 


TELESAT CORPORATION


 





 


INVESTOR RIGHTS AGREEMENT


 


Dated as of November 23, 2020


 






    


     


    




TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS	1
	 	 	 
	Section 1.1.	Definitions	1
	 	 	 
	Section 1.2.	General Interpretive Principles	7
	 	 	 
	ARTICLE II MANAGEMENT	7
	 	 	 
	Section 2.1.	Composition of the Board of Directors	7
	 	 	 
	Section 2.2.	Committees	9
	 	 	 
	Section 2.3.	Reimbursement of Expenses	10
	 	 	 
	Section 2.4.	Nomination	10
	 	 	 
	Section 2.5.	D&O Insurance; Part 15 of Articles	10
	 	 	 
	Section 2.6.	Subsidiaries	10
	 	 	 
	Section 2.7.	Confidentiality	11
	 	 	 
	ARTICLE III SHAREHOLDER MATTERS	12
	 	 	 
	Section 3.1.	Approval Rights	12
	 	 	 
	Section 3.2.	Voting Agreement	13
	 	 	 
	ARTICLE IV ADDITIONAL AGREEMENTS OF THE PARTIES	13
	 	 	 
	Section 4.1.	Company Efforts	13
	 	 	 
	Section 4.2.	Investor Standstill Obligations	14
	 	 	 
	Section 4.3.	Non-Solicitation	16
	 	 	 
	Section 4.4.	80% Inversion	16
	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES	17
	 	 	 
	Section 5.1.	Representations and Warranties of Investor	17
	 	 	 
	Section 5.2.	Representations and Warranties of the Company	18
	 	 	 
	ARTICLE VI MISCELLANEOUS	18
	 	 	 
	Section 6.1.	Effective Time	18
	 	 	 
	Section 6.2.	Entire Agreement	18
	 	 	 
	Section 6.3.	Most Favored Nation	19
	 	 	 
	Section 6.4.	Assignment of Rights	19
	 	 	 
	Section 6.5.	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	20
	 	 	 
	Section 6.6.	Obligations; Remedies	21
	 	 	 
	Section 6.7.	Amendment and Waiver	21
	 	 	 
	Section 6.8.	Termination	22










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	Section 6.9.	Non-Recourse	22
	 	 	 
	Section 6.10.	Notices	23
	 	 	 
	Section 6.11.	Severability	24
	 	 	 
	Section 6.12.	No Third-Party Beneficiaries	24
	 	 	 
	Section 6.13.	Recapitalizations; Exchanges, Etc.	24
	 	 	 
	Section 6.14.	Counterparts	25
	 	 	 
	Section 6.15.	Headings	25



 


	Exhibit A:	Form of Director Indemnification
Agreement	 



 






    ii


     


    

 


INVESTOR RIGHTS AGREEMENT


 


This INVESTOR
RIGHTS AGREEMENT is made as of November 23, 2020 (to become effective only upon the Closing (as defined below) in accordance
with ‎‎Section 6.1),
by and between Telesat Corporation, a British Columbia company (together with its successors and assigns, the “Company”),
and MHR Fund Management LLC, a Delaware limited liability company (“Investor”). Reference is made to that certain
Transaction Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, Public Sector Pension Investment
Board, a Canadian Crown corporation incorporated under the laws of Canada (“Polaris”), Red Isle Private Investments
Inc., a corporation incorporated under the laws of Canada and a wholly-owned subsidiary of Investor (“Rover”),
Telesat Partnership LP, an Ontario limited partnership (“Canadian LP”), and certain other parties thereto (as
it may be amended, supplemented, restated or modified in accordance with its terms and the terms of the separate agreement dated
the date hereof between Investor and the parties to the Integration Agreement from time to time after the date of this Agreement,
the “Integration Agreement”).


 


WHEREAS, on the terms and subject to the
conditions set forth in the Integration Agreement, the parties thereto have agreed to an “integration” transaction
that will result in (a) Class A Common Shares (as defined in the Articles) and Class B Common Shares (as defined
in the Articles) of the Company becoming publicly traded, and (b) the issuance to Investor of Class B limited partnership
units of Canadian LP exchangeable into certain classes of Common Shares in accordance with their terms (the “Exchangeable
Units”);


 


WHEREAS, in
connection with the consummation of the transactions contemplated by the Integration Agreement, the parties hereto desire to enter
into this Agreement, to become effective only upon the Closing in accordance with ‎Section 6.1,
to govern certain of their rights, duties and obligations with respect to Investor’s ownership of Share Equivalents after
consummation of such transactions (the “Closing”); and


 


WHEREAS, concurrently with the parties entering
into this Agreement, Polaris (“Other Investor”) is entering into a separate Investor Rights Agreement with the
Company (the “Other IRA”).


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein, the parties mutually agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1.           Definitions.
As used in this Agreement, the following terms shall have the meanings set forth below:


 


“2024 Meeting” means
the Company’s annual meeting of shareholders held in calendar year 2024; provided, however, that, if the date
of such 2024 annual meeting is more than thirty (30) days prior to the one (1) year anniversary of the annual meeting of shareholders
held in calendar year 2023, “2024 Meeting” shall instead mean the Company’s annual meeting of shareholders held
in calendar year 2025.


 






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“5% Holder” means, with
respect to a Person, that such Person, together with its Affiliates, beneficially owns Share Equivalents representing five percent
(5%) or more of the Fully Diluted Common Shares.


 


“Affiliate”
means “affiliate” as defined in Rule 405 promulgated under the Securities Act; provided that, notwithstanding
anything to the contrary, for purposes of this Agreement, (a) no member of the Company Group is an “Affiliate”
of Investor, (b) Investor is not an “Affiliate” of any member of the Company Group, and (c) other than for
the purposes of ‎Section 2.2(b),
no portfolio company of (i) any investment vehicle or (ii) any holding company that, in each case, is directly or indirectly
managed or controlled by Investor or its Affiliates is an “Affiliate” of Investor, unless and to the extent such portfolio
company is acting at the direction of Investor.


 


“Agreement” means this
Investor Rights Agreement, as the same may be amended, supplemented, restated or modified.


 


“Articles” means the
Articles of the Company in effect as of the Closing, in the form of Exhibit G to the Integration Agreement, as amended from
time to time.


 


“Beneficial Ownership”
and “beneficially own” and similar terms have the meaning set forth in Rule 13d-3 under the Exchange Act.


 


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


 


“Business Corporations Act”
means the Business Corporations Act (British Columbia) from time to time in force and includes amendments thereto and all regulations
made pursuant thereto.


 


“Business Day” means
any day, other than a Saturday, Sunday or one on which banks are authorized by law to be closed in New York, New York or Montreal,
Quebec.


 


“Canadian LP” has the
meaning set forth in the Preamble.


 


“Chosen
Courts” has the meaning set forth in ‎‎Section 6.5(b).


 


“Closing” has the meaning
set forth in the Preamble.


 


“Closing Share Equivalents”
means the number of Fully Diluted Common Shares as of the close of business on the second Closing Date (as defined in the Integration
Agreement), which number shall be agreed upon in good faith and in writing by the Company (acting at the direction of a majority
of the Specially Designated Directors then in office), the Investor and the Other Investor within 30 days following the Closing.


 






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“Common Shares” means
the Class A Common Shares (as defined in the Articles), Class B Common Shares (as defined in the Articles) and Class C
Common Shares (as defined in the Articles) of the Company.


 


“Company” has the meaning
set forth in the Preamble.


 


“Company Group” means
the Company and its Subsidiaries.


 


“Contractual Designee”
has the meaning ascribed to such term in Article 10.1 of the Articles.


 


“control” (including
the term “controlled by”), as used with respect to any Person, means the power to direct or cause the direction
of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, as trustee
or executor, by contract or otherwise to control such Person within the meaning of such term as used in Rule 405 under the
Securities Act. “Controlled” and “controlling” have meanings correlative to the foregoing.


 


“Controlled Affiliate”
means, with respect to any Person, any Affiliate of such first Person that is Controlled by such first Person from time to time;
provided, that each member of the Company Group shall be deemed not to be Controlled Affiliates of Investor.


 


“CSA” means the securities
commissions and similar regulatory authorities in all of the provinces and territories in Canada.


 


“Designated
Assignee” has the meaning set forth in ‎‎Section 6.4(b)(ii).


 


“Director
Election Meeting” has the meaning set forth in ‎‎Section 2.1(b).


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be
amended from time to time.


 


“Exchangeable Units”
has the meaning set forth in the Preamble.


 


“Fully Diluted Common Shares”
means as of any date, without duplication, a number of Common Shares equal to the sum of (a) the number of Common Shares issued
and outstanding as of such date, (b) the number of Common Shares for or into which the issued and outstanding Exchangeable
Units as of such date are exchangeable or convertible, whether or not then convertible or exchangeable, and (c) the number
of Common Shares for or into which any right or security (other than an unvested right or security) that is as of such date exercisable
for, convertible into or exchangeable for Common Shares is exercisable for, convertible into or exchangeable for upon exercise,
conversion or exchange, with the number of such Common Shares for or into which any such right or security is exercisable for,
convertible into or exchangeable for upon such exercise, conversion or exchange calculated in accordance with the treasury stock
method, as reasonably determined by the Company consistent with its past practice (or, prior to such past practice being established,
the past practice of Telesat Canada).


 






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“Governmental Authority”
means any United States, Canada or foreign government, any state or other political subdivision thereof, any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any member of
the CSA, the SEC, any U.S. and/or Canadian securities exchanges on which any Share Equivalents are listed or posted for trading,
or any other authority, agency, department, board, commission or instrumentality of Canada or the United States, any province of
Canada, State of the United States or any political subdivision thereof or any foreign jurisdiction, and any court, tribunal or
arbitrator(s) of competent jurisdiction, and any United States, Canadian or foreign governmental or non-governmental self-regulatory
organization, agency or authority.


 


“Indemnification
Agreements” has the meaning set forth in ‎‎Section 2.5.


 


“Independent Directors”
means Henry Intven, Dick Fadden and a third individual who will (i) qualify as a Specially Designated Director and (ii) be
mutually agreed by each of Polaris and Leo (including the Leo Special Committee).


 


“Integration Agreement”
has the meaning set forth in the preamble.


 


“Investor” has the meaning
set forth in the Preamble.


 


“Investor
Director Designee” has the meaning set forth in ‎‎Section 2.1(b).


 


“Law” with respect to
any Person, means (a) all provisions of all laws, statutes, ordinances, rules, regulations, permits, certificates or orders
of any Governmental Authority applicable to such Person or any of its assets or property or to which such Person or any of its
assets or property is subject, and (b) all judgments, injunctions, orders and decrees of any Governmental Authority in proceedings
or actions in which such Person is a party or by which it or any of its assets or properties is or may be bound or subject.


 


“Necessary Action” means,
with respect to:


 


(a)           Investor
and any specified result,


 


(i)            all
actions of the type customarily taken by equity holders within its or its Controlled Affiliates control (to the extent such actions
are permitted by Law and would not cause a violation of the Articles, the Partnership Agreement or this Agreement) necessary to
as promptly as reasonably practicable cause each such result, including (A) voting or providing a written consent (if permitted)
or proxy with respect to its Share Equivalents and (B) attending meetings in person or by proxy for purposes of obtaining
a quorum and causing the adoption of resolutions of the shareholders or limited partners; and


 






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(ii)            not
knowingly causing or encouraging any Person to agree to or take any action which is reasonably likely to have the effect of impairing
the occurrence of the foregoing result; and


 


(b)          the
Company and any specified result,


 


(i)            all
actions within its and its Subsidiaries’ control (to the extent such actions are permitted by Law and would not cause a violation
of the Articles, the Partnership Agreement or this Agreement) necessary to as promptly as reasonably practicable cause such result,
including (A) executing agreements, consents, waivers and other instruments, (B) using reasonable best efforts to effectuate
amendments to the organizational documents of the Company, and (C) making, or causing to be made, with Governmental Authorities,
all filings, registrations or similar actions that are required to achieve such result; and


 


(ii)            not
knowingly causing or encouraging any Person to agree to or take any action which is reasonably likely to have the effect of impairing
the occurrence of the foregoing result.


 


“Nominating Committee”
means the nominating committee of the Board.


 


“Other Investor” has
the meaning set forth in the Recitals.


 


“Other IRA” has the meaning
set forth in the Recitals.


 


“Partnership Agreement”
means the Amended and Restated Limited Partnership Agreement, dated as of Closing, by and among the Company, Rover, each other
limited partner admitted to Canadian LP in accordance with the terms thereof and, solely for purposes of Section 3.21 thereof,
Polaris.


 


“Person” means an individual,
partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, limited liability
company, Governmental Authority or any other entity or organization of whatever nature, and shall include any successor (by merger
or otherwise) of such entity or organization.


 


“Purpose” has the meaning
set forth in Section 2.7.


 


“Registration Rights Agreement”
means the Registration Rights Agreement, dated as of the date hereof, by and among the Company, Investor, the Affiliates of
Investor signatories thereto, Other Investor and Rover.


 


“SEC” means the United
States Securities and Exchange Commission.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from
time to time.


 






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“Share Denominator” means
a number equal to the number of Closing Share Equivalents, as appropriately adjusted for any stock dividend, stock split, reverse
stock split, combination, reclassification, exchange or other similar recapitalization occurring after Closing.


 


“Share Equivalents” means
(a) the Common Shares, (b) the Exchangeable Units and (c) any right or security that is exercisable for, convertible
into or exchangeable for Common Shares.


 


“Share Ownership Percentage”
means, with respect to Investor or a Designated Assignee, the percentage obtained by dividing (x) the number of Fully Diluted
Common Shares represented by the Share Equivalents beneficially owned by Investor and its Affiliates or the Designated Assignee
and its Affiliates (as the case may be), in the aggregate, as of the date of calculation, by (y) the Share Denominator as
of the date of calculation.


 


“Special Board Date”
means the date that the number of (a) Investor Director Designees permitted to be nominated by Investor pursuant to this Agreement
plus (b) Investor Director Designees (as defined in the Other IRA) permitted to be nominated by Other Investor pursuant to
Section 2.1(b) of the Other IRA collectively constitutes, in the aggregate, less than 50% of the number of directors
of the Company (as such number is determined in accordance with the Articles, without taking into account any vacancies on the
Board).


 


“Special Nomination Termination
Date” means the earlier of: (a) the date of the 2024 Meeting and (b) the Special Board Date.


 


“Specially Designated Directors”
has the meaning ascribed to such term in the Articles.


 


“Subsidiary” means, with
respect to any Person, any corporation, partnership, trust, limited liability company or other non-corporate business enterprise
in which such Person (or another Subsidiary of such Person) holds shares, stock or other ownership interests representing (a) more
than fifty percent (50%) of the voting power of all outstanding shares, stock or ownership interests of such entity, (b) the
right to receive more than fifty percent (50%) of the net assets of such entity available for distribution to the holders of outstanding
shares, stock or ownership interests upon a liquidation or dissolution of such entity or (c) a general or managing partnership
interest in such entity.


 


“Transaction Agreements”
means this Agreement together with the Indemnification Agreements.


 


“Voting Share Equivalents”
means any Share Equivalents that have the right to, directly or indirectly, cast a vote at an annual or other meeting of shareholders
of the Company in favor of election of directors of the Company.


 






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Section 1.2.           General
Interpretive Principles. The name assigned to this Agreement and the section captions used herein are for convenience of reference
only and shall not be construed to affect the meaning, construction or effect hereof. References to this Agreement shall include
all Exhibits to this Agreement. References to any statute or regulation refer to such statute or regulation as amended, modified,
supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under
the statute) and references to any section of any statute or regulation include any successor to such section. References to any
agreement defined or referred to herein refer to such agreement as amended, modified, renewed, replaced or supplemented from time
to time, unless otherwise specifically indicated. References to any Governmental Authority include any successor to such Governmental
Authority. Unless otherwise specified, the terms “hereof,” “herein” and similar terms refer
to this Agreement as a whole. For purposes of this Agreement, the words, “include,” “includes”
and “including,” when used herein, shall be deemed in each case to be followed by the words “without
limitation.” The terms defined in the singular have a comparable meaning when used in the plural, and vice versa. The
parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of
proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement.


 


ARTICLE II


 


MANAGEMENT


 


Section 2.1.           Composition
of the Board of Directors.


 


(a)          Concurrently
with the effectiveness of this Agreement, the Company shall take all Necessary Actions to cause the Board to initially be comprised
of ten (10) directors:


 


(i)           three
of whom shall be the Investor Director Designees;


 


(ii)          three
of whom shall be designated for nomination by Other Investor pursuant to the terms of the Other IRA;


 


(iii)         one
of whom shall be the Chief Executive Officer; and


 


(iv)         three
of whom shall be individuals who are Specially Designated Directors, who shall be the Independent Directors.


 


(b)          At
each applicable annual or special meeting of shareholders at which directors are to be elected (each, a “Director Election
Meeting”), there shall be included in the slate of nominees proposed for election by the Company as directors three individuals
designated by Investor (each, an “Investor Director Designee”) and the Company shall support the Investor Director
Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees;
provided, that:


 






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(i)           if
Investor’s Share Ownership Percentage as of the date that is one hundred twenty (120) days before the date of such Director
Election Meeting is less than twenty-five percent (25%), then the number of Investor Director Designees to be nominated at such
Director Election Meeting and, subject to ‎Section 2.1‎(b)‎(ii) and
‎‎Section 2.1(b)(iii),
each Director Election Meeting thereafter, shall be reduced to two (2) Investor Director Designees;


 


(ii)          if
Investor’s Share Ownership Percentage as of the date that is one hundred twenty (120) days before the date of such Director
Election Meeting is less than fifteen percent (15%), then the number of Investor Director Designees to be nominated at such Director
Election Meeting and, subject to ‎‎Section 2.1(b)(iii),
each Director Election Meeting thereafter, shall be reduced to one (1) Investor Director Designee; and


 


(iii)          if
Investor’s Share Ownership Percentage as of the date that is one hundred twenty (120) days before the date of such Director
Election Meeting is less than five percent (5%), then the Company shall not be obligated to nominate any Investor Director Designee
at such Director Election Meeting or any subsequent Director Election Meetings.


 


For the avoidance of
doubt, Share Equivalents validly distributed or otherwise Transferred (as defined in the Registration Rights Agreement) by Investor
and its Affiliates pursuant to and in compliance with Article V of the Registration Rights Agreement shall be deemed to be
no longer beneficially owned by Investor or its Affiliates for the purpose of determining Investor’s Beneficial Ownership
of Share Equivalents under ‎‎Section 2.1(b)(i),
‎‎Section 2.1(b)(ii) and
‎Section 2.1(b)(iii).


 


(c)         An
Investor Director Designee shall hold office for the term for which such Investor Director Designee is elected or appointed and
thereafter until his or her successor shall have been elected or appointed and qualified, or until the earlier death, resignation
or removal of such Investor Director Designee. In the event that any Investor Director Designee offers to tender his or her resignation,
the Board shall use its discretion as to whether to accept such resignation and, if the Board chooses to accept such resignation,
such Investor Director Designee shall resign; provided, that (i) if Investor provides notice to the Company that it
intends for such Investor Director Designee to resign from the Board, then such resignation shall be effective immediately without
consent or acceptance of the Board; and (ii) if the number of Investor Director Designees that Investor is entitled to designate
to the Board is reduced under the proviso to ‎Section 2.1(b), then the Investor Director Designee who is not renominated
by Investor shall not thereafter serve as a member of the Board (unless such service is approved by the Nominating Committee under
Part 10.2(a)(iv) of the Articles) and the Nominating Committee shall have the exclusive right to designate a nominee
under Part 10.2(a)(iv) of the Articles to serve as a replacement for such Investor Director Designee. Investor shall
have the exclusive right to designate the person to fill vacancies of any directorship for which the Investor has the right to
designate an Investor Director Designee (serving in the same class as the predecessor) that remain open by not designating a director
initially or that are created by reason of death, removal or resignation of such designees (other than as a result of the application
of the proviso to ‎‎Section 2.1‎(b)), so long as Investor’s Share Ownership Percentage as of the
date on which such vacancy is to be filled would entitle Investor to make such designation pursuant to ‎‎Section 2.1‎(b) (as
if such date of designation were the date that is one hundred twenty (120) days before the date of an applicable annual meeting
of shareholders), and the Company shall take all Necessary Action to install such designee to the Board in the most expedient manner
and as promptly as practicable.


 






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(d)         The
Company acknowledges that each of Jason A. Caloras and Mark Rachesky, each an initial Investor Director Designee named in Section 9.8(a) of
the Integration Agreement is, as of the date hereof, an “independent director who meets the independence requirements of
the applicable U.S. and/or Canadian securities exchanges on which any Share Equivalents are listed or posted for trading and is
 “independent of the Company within the meaning of National Instrument 52-110 -Audit Committees of the CSA.


 


(e)          The
parties acknowledge that Investor is not a Canadian and agree that Investor shall have no obligation to nominate Canadians.


 


Section 2.2.           Committees.


 


(a)          For
so long as Investor has the right to designate at least one (1) Investor Director Designee, subject in each case to applicable
Laws and stock exchange regulations, Investor shall have the right, but not the obligation, to select an Investor Director
Designee to be appointed to serve on:


 


(i)            the
Nominating Committee;


 


(ii)           the
Compensation Committee of the Board; and


 


(iii)          the
Audit Committee of the Board; and


 


(iv)          except
for any committee whose mandate is solely to consider any contract or transaction between the Company and Investor or any of its
Affiliates, any other committees which may be formed in accordance with the Articles


 


provided, that
Investor shall have the right, but not the obligation, to have an Investor Director Designee appointed as an observer to any committee
of the Board to which Investor is entitled to have an Investor Director Designee serve on pursuant to this ‎Section 2.2(a) but
has not appointed such representative or is prohibited by applicable Laws or stock exchange regulations from having a representative
appointed.


 


(b)         For
so long as Investor is a 5% Holder, except for the establishment of any committee whose mandate is solely to consider any contract
or transaction between the Company and Investor or its Affiliates, the Board shall not establish any committees of the Board other
than the Nominating Committee, the Compensation Committee and the Audit Committee (which shall have the powers and duties typical
of such committees to be set forth in a charter for each such committee to be approved by the Board), including without limitation,
management, executive or similar committees, without the prior written consent of Investor.


 






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Section 2.3.           Reimbursement
of Expenses. The Company Group shall reimburse the Investor Director Designees for all reasonable and documented, out-of-pocket
expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any member of the Company
Group, and any committees thereof, including reasonable travel, lodging and meal expenses, in accordance with the Company’s
director reimbursement policies in effect from time to time.


 


Section 2.4.           Nomination.
With respect to any Investor Director Designee, the Company shall take all Necessary Action to cause the Board and Nominating Committee
to, if applicable, (a) include such Investor Director Designee in the slate of nominees proposed for election by the Company
or (b) appoint such Investor Director Designee to fill a vacancy on the Board created by the departure of an Investor Director
Designee (other than as a result of the application of the proviso to ‎Section 2.1(b));
provided, that an individual designated by Investor may be disqualified from being an Investor Director Designee under the
Articles for, and only for, Good Cause (as defined in the Articles) by the applicable determining group as specified in the Articles,
in which event Investor shall have the opportunity to designate a replacement Investor Director Designee until an individual so
designated is not so disqualified. The Company agrees to take all Necessary Action to include such Investor Director Designee in
the applicable management proxy statement. For greater certainty, the Company acknowledges that each Investor Director Designee
designated for election to the Board by Investor pursuant to ‎‎Section 2.1
and not disqualified in accordance with the proviso to this ‎Section 2.4
shall be deemed to be a person nominated by or at the direction of the Board for purposes of Article 21.1(a) of the Articles.


 


Section 2.5.           D&O
Insurance; Part 15 of Articles. The Company shall obtain customary director and officer indemnity insurance on commercially
reasonable terms which insurance shall cover each member of the Board and the members of each board of directors of each of the
Company’s Subsidiaries. The Company shall enter into an indemnification agreement (collectively, the “Indemnification
Agreements”), substantially in the form attached as Exhibit A hereto, with each of the Investor Director
Designees. The Company agrees that it shall not modify or amend Part 15 of the Articles in a manner that adversely affects
the rights or protections afforded to the Investor Director Designees or the Investor thereunder without the prior written consent
of the Investor.


 


Section 2.6.           Subsidiaries.
The composition of the boards of directors and committees of all Subsidiaries of the Company shall be as determined by the Board;
provided, that, subject to applicable Law (including any applicable security limitations on the membership of any boards
of directors or committees of any Subsidiaries of the Company), Investor shall have the rights with respect to any such Subsidiary
as are applicable to the Company under this Agreement as if Investor had entered into a separate agreement with such Subsidiary
having the terms set forth herein; provided, further, that if at any time Investor exercises its rights under the
proviso to this ‎Section 2.6 to designate directors
to the board of directors of a Subsidiary of the Company or a committee thereof, the Company shall, subject to applicable Law (including
any applicable security limitation on the membership of any boards of directors or committees of any Subsidiaries of the Company),
cause the appointment of a number of Specially Designated Directors and other directors (other than Investor Director Designees)
to the board of directors of such Subsidiary or committee thereof such that the board of directors of such Subsidiary or committee
thereof reflects, to the maximum extent possible, the composition of the Board and its committees required under Article 10.2
or Part 12 of the Articles, as the case may be.


 






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Section 2.7.           Confidentiality.
Investor Director Designees may report and disclose to Investor any and all information received or observed by him or her in his
or her capacity as an Investor Director Designee; provided, that such information shall not be used for any purpose other
than, to the extent consistent with applicable Law, (1) to monitor, oversee and make decisions with respect to Investor’s
investment in the Company; (2) to comply with Investor’s obligations under this Agreement; (3) to exercise any
of Investor’s rights under this Agreement; and (4) to collaborate with the Company (collectively, the “Purpose”).
The Company acknowledges that (x) Investor and its Affiliates have participated and may in the future participate (directly
or indirectly) in investments in entities engaged in various businesses, including but not limited to, businesses similar to those
engaged in by the Company and its Subsidiaries (and related businesses) (any such entity being a “Competitor”)
that may have been, are or will be competitive with the Company’s or its Subsidiaries’ business, and that access to
Company information will inevitably enhance Investors’ and its Affiliates’ directors, employees, agents or advisors
who receive such information’s knowledge and understanding of such businesses in a way that cannot be separated from such
persons’ other knowledge, (y) without limiting Investor’s obligations not to disclose or use Company information
except as provided in this Section 2.7
(including, for the avoidance of doubt, as provided in this clause (y) of this Section 2.7),
this Section 2.7 will
not restrict Investor’s unaided use of such overall knowledge and understanding, including for its own internal purposes,
to evaluate or make investments in entities whose businesses is related or similar to or competitive with the business of the Company
or related activities (provided that Investor shall not disclose to any Competitor or any other Person any information disclosed
to it pursuant to this Section 2.7 except as
expressly permitted by this Section 2.7)
and (z) the occurrence or existence of such investments or activities while in possession of Company information shall not
by itself be cause for any action or allegation by the Company that the Investor has failed to observe any of its obligations set
forth in this Section 2.7. Investor
shall, and shall cause any Person to which it provides any such information in accordance with this Section 2.7
to, keep confidential and not disclose to any Person any such information reported and disclosed to it by an Investor Director
Designee, excluding any information (a) that was already known to Investor prior to disclosure by the Investor Director Designee;
(b) that has been published by the Company (including, without limitation, any information contained in reports or forms filed
with the SEC) or is otherwise in the public knowledge or is generally known or available to the public other than as a result of
a disclosure by the Investor or any of its Affiliates in breach of this Agreement, any other confidentiality agreement between
the Company and the Investor or any of its Affiliates or any other contractual, legal or fiduciary obligation to the Company; (c) that
is obtained after the date of this Agreement on a non-confidential basis from another source that is not subject to any confidentiality
agreement or other contractual, legal or fiduciary obligation to the Company with respect to such information; or (d) is independently
developed by the Investor without reference to or use of such information disclosed to it by its Investor Director Designee. Notwithstanding
the foregoing, Investor and its Affiliates may disclose information reported and disclosed to it by an Investor Director Designee:
(i) to Investor’s or its Affiliates’ directors, employees, agents or advisors who have a need to know such information
for the Purpose; (ii) as may be required or requested under applicable Laws, subject to use of reasonable best efforts to
prevent or withhold, or minimize, disclosure pursuant to such applicable Laws, and subject to providing the Company, to the extent
not prohibited under such applicable Laws and if reasonably practicable, with prompt notice prior to the time of such disclosure
in order to permit the Company to seek an appropriate protective order or other appropriate remedy and the Investor shall reasonably
cooperate with the Company in connection with seeking any such order or other appropriate remedy (provided that no notice shall
be required for disclosures made in connection with routine examinations or inspections of Investor and its Affiliates by regulatory
authorities not specifically seeking such information so long as Investor or its applicable Affiliate informs such regulatory authority
of the confidential nature of such information); (iii) to any Person authorized by the Company in writing to receive such
information; and (iv) to any Person to whom Investor or its Affiliates wishes or has offered to sell all or part of Share
Equivalents held by Investor or its Affiliates; provided, that such Person has entered into with the Company a confidentiality
agreement in form and substance satisfactory to the Company, acting reasonably, relating to information that may be disclosed to
such Person in the course of negotiations and containing employee non-solicit and standstill provisions.


 






    	 	 11	 



     


    

 


ARTICLE III


 


SHAREHOLDER MATTERS


 


Section 3.1.           Approval
Rights.


 


(a)           For
so long as Investor is a 5% Holder, without the prior written consent of Investor, the Company shall not propose or consent to
and shall cause Canadian LP and the Company’s other Subsidiaries (as applicable) not to propose or consent to:


 


(i)           any
waivers, amendments or modifications to (i) Article 7.5, PART 10, PART 11, PART 12, PART 15, PART 21,
PART 23, PART 24, PART 25, PART 26, PART 27, PART 28 or PART 29 of the Articles (or the definition
of any defined terms used therein with respect to such section) or (ii) Article 3, Article 4, Article 5, Article 7,
Article 10, Article 11, Article 13, Article 14 or Schedule A of the Partnership Agreement (or the definition
of any defined terms used therein with respect to such section);


 


(ii)           any
declaration or payment of dividends or other distributions other than (i) pro rata dividends or other distributions on any
class or series of any equity capital stock of the Company, (ii) dividends or other distributions paid or made by any Subsidiary
of the Company to any other wholly-owned Subsidiary of the Company and (iii) dividends or other distributions pursuant to
Section 5.3 of the Partnership Agreement;


 


(iii)          any
purchase or redemption of any Common Shares or Exchangeable Units other than, to the extent legally permitted: (i) pro rata
purchases or redemptions of Common Shares or Exchangeable Units, (ii) purchases or redemptions of Common Shares or Exchangeable
Units held by directors, officers, employees and independent contractors (in their capacity as such) of the Company Group (A) to
the extent the Company or Canadian LP is obligated to purchase or redeem such Common Shares or Exchangeable Units pursuant to the
terms applicable to such Common Shares or Exchangeable Units, (B) in connection with the resignation, termination or other
separation of any such director, officer, employee or independent contractor or (C) as otherwise required or permitted pursuant
to any employment, grant, consulting or compensatory agreement or other arrangement between the Company Group and any director,
officer, employee or independent contractor of the Company Group, (iii) automatic purchases or redemptions as specified in
the Articles, (iv) purchases of Exchangeable Units deemed to occur upon exchange of the Exchangeable Units for Common Shares,
(v) purchases pursuant to a tender offer or issuer bid made available to all holders of Common Shares and Exchangeable Units
and to which all participants will have any securities tendered or deposited ratably prorated in the event any maximum purchase
condition is exceeded or (vi) purchases on a stock exchange or similar trading platform at the market price that were not
pre-arranged with the purchaser;


 


(iv)         implement
any change to the Company’s or Canadian LP’s tax status in the U.S. or Canada that is reasonably likely to adversely
affect Investor with respect to U.S. or Canadian tax matters;


 


(v)          any
conversion of a member of the Company Group to a corporation or other entity or effect any other change in the structure of a member
of the Company Group or effect any recapitalization thereof that is reasonably likely to adversely affect Investor with respect
to U.S. or Canadian tax matters; or


 


(vi)         any
change to the number of directors constituting the Board.


 






    	 	 12	 



     


    





 


Section 3.2.     Voting
Agreement.


 


(a)            Unless
the Company has failed to perform its obligations under Section 2.1 of this Agreement, Investor hereby agrees
to vote, and to cause its Controlled Affiliates to vote, all Voting Share Equivalents beneficially owned by it and its Controlled
Affiliates over which it or such Controlled Affiliates have voting control, at each annual or other meeting of the shareholders
of the Company, including through action by written consent in lieu of a meeting of the shareholders of the Company (if permitted),
at which directors of the Company are to be elected, in favor of, and to take all other Necessary Action to cause the election
of each Contractual Designee who is included in the slate of nominees proposed for election by the Board at an annual or special
meeting of shareholders at which directors of the Company are to be elected.


 


(b)            Unless
such election is contested (i.e., there are more nominees for election than director seats to be filled in such election, in which
case no voting obligation shall exist with respect to such nominees), Investor hereby agrees to vote, and to cause its Controlled
Affiliates to vote, all Voting Share Equivalents beneficially owned by it and its Controlled Affiliates at each annual or other
meeting of the shareholders of the Company, including through action by written consent in lieu of a meeting of the shareholders
of the Company (if permitted), at which directors of the Company are to be elected, in favor of all other nominees who are included
in the slate of nominees proposed for election by the Board at an annual or special meeting of shareholders at which directors
of the Company are to be elected, in each case, in the same proportion as votes are cast in favor of such individuals by all other
holders of Voting Share Equivalents (excluding, for purposes of such calculation, all Voting Share Equivalents to be voted in respect
of such matter pursuant to this Agreement and the Other IRA) at such meeting.


 


ARTICLE IV


 


ADDITIONAL AGREEMENTS OF THE PARTIES


 


Section 4.1.     Company
Efforts. For so long as Investor beneficially owns Share Equivalents representing ten percent (10%) or more of the Fully Diluted
Common Shares, the Company will cooperate reasonably with Investor, at Investor’s sole cost and expense, in connection with
a transfer of Share Equivalents to a third party in a privately negotiated transaction, including, without limitation, by: (a) providing
current and historical financial information, financial projections and other financial information of the Company and its Subsidiaries
reasonably requested and (b) reasonably cooperating with customary due diligence investigations performed by third party buyers
and the negotiation of investment agreements in connection with the proposed sale, in each case, provided, that (i) such third
party has entered into with the Company a confidentiality agreement in form and substance satisfactory to the Company, acting reasonably,
relating to information that may be disclosed to such Person in the course of negotiations and its due diligence investigation
and containing employee non-solicit and standstill provisions, (ii) the Company shall not be required to provide (x) any
information the disclosure of which would violate applicable Law or adversely affect the attorney-client privilege between the
Company and its counsel or any similar privilege or (y) to a competitor of the Company any information that the Company reasonably
determines is competitively sensitive information and (iii) the Company shall not be required to so cooperate with Investor
more than once in any twelve (12) month period.


 






    	 	 13	 



     


    

 


Section 4.2.     Investor
Standstill Obligations.


 


(a)            Investor
hereby agrees that, until the termination of this Agreement in accordance with ‎‎Section 6.8, Investor
shall not, and shall cause its Affiliates not to, directly or indirectly:


 


(i)            call,
request the calling of, or otherwise knowingly encourage or knowingly facilitate the calling of, a special meeting of the shareholders
of the Company or the partners of Canadian LP, or provide to any third party a proxy, consent or requisition to call any special
meeting of the shareholders of the Company or the partners of Canadian LP, for the purpose of either (x) the election or removal
of any directors of the Company or (y) amendments to the Articles or the Partnership Agreement;


 


(ii)            initiate
or submit any shareholder or partner proposal for action by the shareholders of the Company or the partners of Canadian LP, or
knowingly encourage or knowingly facilitate any other Person to initiate or submit any such shareholder or partner proposal, for
the purpose of (x) the election or removal of any directors of the Company or (y) amendments to the Articles or the Partnership
Agreement;


 


(iii)           (x) effect
or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate
in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC and in the
Business Corporations Act) or consent to vote any Voting Share Equivalents or other voting securities of the Company for the purpose
of the election or removal of any directors of the Company other than as provided in this Agreement or the Articles, or (y) solicit,
knowingly encourage or knowingly facilitate any other Person in connection with such solicitation for the foregoing purpose, including
through the making of any public statement in support of any third party proxy solicitation; provided, that the provisions
of this clause (iii) will not be deemed to restrict or limit the manner in which Investor or its Affiliates vote any shares
or partnership interests, directly or by proxy;


 


(iv)           form,
join or in any way participate in a “group” (as defined under the Exchange Act and the rules and regulations thereunder),
or act “jointly or in concert” (as that term is defined in Part 91(1) of the Securities Act (Ontario)),
with any other shareholder of the Company or partner of Canadian LP with respect to the Company, Canadian LP or the Voting Share
Equivalents or other voting securities of the Company or the Partnership (other than to the extent that Investor and its Affiliates
constitute a “group” or are acting “jointly or in concert” as of the date hereof), in each case for the
purpose of the election or removal of any directors of the Company other than as provided in this Agreement;


 






    	 	 14	 



     


    

 


(v)           grant
any proxy or enter into or agree to be bound by any voting trust, voting agreement or voting arrangement of any kind with respect
to its Voting Share Equivalents if and to the extent the terms thereof would (x) require such Voting Share Equivalents to
be voted other than as required by ‎‎Section 3.2
of this Agreement or (y) otherwise conflict with the provisions of ‎Section 3.2
of this Agreement;


 


(vi)          otherwise
act, alone or in concert with others, to seek representation on, nominate any candidate to, or remove any director from, the Board
(in each case other than with respect to an Investor Director Designee as expressly contemplated in Article II of this
Agreement), provided, that nothing in this clause (vi) shall restrict Investor or any of its Affiliates from recommending
a candidate to the Nominating Committee so long as such recommendation would not be reasonably expected to require an announcement
or disclosure of the type set forth in clause (x) or (y) of ‎Section 4.2(a)(ix);


 


(vii)         seek
to, alone or in concert with others, (x) in a written proposal or formal request or similar writing or (y) by taking
any action that would be reasonably expected to require an announcement or disclosure of the type set forth in clause (x) or
(y) of ‎Section 4.2(a)(ix), (1) amend any of Article 7.5, Part 10,
Part 11, Part 12 or Part 14 of the Articles or (2) change the number of directors on the Board (except in connection
with any increase in the size of the Board to eleven (11) persons to accommodate an additional CByC Director (as defined in the
Articles) if (A) the Chief Executive Officer is not Canadian, (B) the Chief Executive Officer is on the Board and, as
a result, a majority of the Board is not CbyC Directors and (C) a majority of the Board continues to be required to be CbyC
Directors pursuant to Part 10.3 of the Articles; provided, that any director who will fill such new Board seat shall
be designated by the Nominating Committee in accordance with Article 10.2(a)(iv) of the Articles);


 


(viii)        (x) request
that the Company or the Board (or any committee thereof), directly or indirectly amend or waive or otherwise consent to any action
inconsistent with any provision of this ‎Section 4.2 or (y) take
any action challenging the validity or enforceability of this ‎Section 4.2;


 


(ix)           publicly
disclose any intention, plan or arrangement inconsistent with any of the foregoing, or take any action that would be reasonably
expected to require (x) the Company or the Board to make a public announcement regarding any of the foregoing activities or
(y) any public disclosure by the Investor or any other Person relating thereto; or


 


(x)            agree
to take any of the actions contemplated by the foregoing clauses (i) through (viii).


 






    	 	 15	 



     


    

 


(b)            Notwithstanding
anything to the contrary in ‎Section 4.2(a) above:


 


(i)            no
action or activity expressly required or otherwise contemplated to be taken by Investor, any of Investor’s Affiliates or
any Investor Director Designee under this Agreement or the Integration Agreement or any exhibit thereto shall be or be deemed to
be restricted by or subject to the prohibitions set forth in ‎‎Section 4.2(a);
and


 


(ii)            no
Investor Director Designees nor any other director of the Company shall be or be deemed to be restricted from communicating with,
participating in, or otherwise seeking to affect the outcome of, discussions and votes of the Board (or any committee thereof)
with respect to any matters coming before it, or otherwise deemed to be subject to ‎‎Section 4.2(a) with
respect to such person’s activities in his or her capacity as a director.


 


(c)            For
the avoidance of doubt, nothing in ‎Section 4.2(a) shall restrict or limit any discussions or negotiations between
Investor and its Affiliates, on the one hand, and the Other Investor and its Affiliates, on the other hand, provided, that
such discussions or negotiations would not reasonably be expected to require an announcement or disclosure of the type set forth
in clause (x) or (y) of ‎Section 4.2(a)(ix).


 


Section 4.3.     Non-Solicitation.
Investor agrees that during the term of this Agreement and for the one (1) year period following the termination of this Agreement
in accordance with its terms, it shall not, and its shall cause its Affiliates not to, hire, solicit for employment or employ any
officers or other members of senior management of the Company Group; provided, however, that Investor and its Affiliates
shall not be prohibited from (a) soliciting for employment any such person pursuant to a general solicitation or advertisement
that is not specifically directed to the Company Group’s employees or (b) hiring, soliciting for employment or employing
any such person who has been terminated by the Company Group or, other than as a result of a breach of such Investor’s obligations
under this ‎Section 4.3, who has resigned
from the Company Group, in each case, at least six (6) months prior to such hiring, solicitation for employment or employment.


 


Section 4.4.     80%
Inversion. If Other Investor has not exchanged at least fifty percent (50%) of its Exchangeable Units for Common Shares or
has not exchanged its Exchangeable Units pari passu with Investor (taking into account all prior exchanges of Exchangeable Units
and the exchange of Exchangeable Units to which this Section 4.4 would apply), then Investor will not exchange more
than ninety percent (90%) of its Exchangeable Units for Common Shares unless it receives an opinion of counsel (reasonably satisfactory
in form and substance to the Company) that such exchange should not result in the satisfaction of the 80% threshold under Section 7874
of the Code and the treatment of the Company as a domestic corporation for U.S. federal income tax purposes.


 






    	 	 16	 



     


    

 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES


 


Section 5.1.     Representations
and Warranties of Investor. Investor hereby represents and warrants to the Company that as of the date hereof and as of the
date of the Closing:


 


(a)            Investor
has the necessary power and authority to enter into this Agreement and to carry out its obligations hereunder. Investor is duly
organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the
consummation of Investor’s obligations hereunder, have been authorized by all necessary limited liability company action,
and no other act or proceeding, limited liability company or otherwise, on its part is necessary to authorize the execution of
this Agreement or the consummation of any of the transactions contemplated hereby.


 


(b)            This
Agreement has been duly authorized, executed and delivered by Investor, and, assuming the due execution and delivery of this Agreement
by the other party hereto, this Agreement constitutes a valid and binding obligation of Investor, enforceable against Investor
in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer,
moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally
and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).


 


(c)            The
execution, delivery and performance by Investor of this Agreement and the agreements contemplated hereby and the consummation by
Investor of its obligations hereunder do not and will not, with or without the giving of notice or the passage of time or both:
(i) violate the provisions of any Law applicable to Investor or its properties or assets, (ii) conflict with or result
in any breach of any terms or conditions of, or constitute a default under, any contract, agreement or instrument to which Investor
is a party or by which Investor or its properties or assets are bound or (iii) conflict with or result in a breach under any
constitutive document of Investor.


 


(d)            Other
than any consents that have already been obtained or will be obtained in connection with consummation of the transactions contemplated
by the Integration Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required
to be made or obtained by Investor in connection with (i) the execution, delivery or performance of this Agreement or (ii) the
consummation by Investor of its obligations hereunder.


 






    	 	 17	 



     


    

 


Section 5.2.     Representations
and Warranties of the Company. The Company hereby represents and warrants to Investor that as of the date hereof and as of
the date of the Closing:


 


(a)            The
Company has the necessary power and authority to enter into this Agreement and to carry out its obligations hereunder. The Company
is duly incorporated and validly existing under the laws of its jurisdiction of incorporation, and the execution of this Agreement,
and the consummation of the Company’s obligations hereunder, have been authorized by all necessary corporate action, and
no other act or proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the
consummation of any of the transactions contemplated hereby.


 


(b)            This
Agreement has been duly authorized, executed and delivered by the Company, and, assuming the due execution and delivery of this
Agreement by the other party hereto, this Agreement constitutes a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors
generally and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity
or at law).


 


(c)            The
execution, delivery and performance by the Company of this Agreement and the agreements contemplated hereby and the consummation
by the Company of its obligations hereunder do not and will not, with or without the giving of notice or the passage of time or
both: (i) violate the provisions of any Law applicable to the Company or its properties or assets, (ii) conflict with,
result in any breach of any terms or conditions of, or constitute a default under, any contract, agreement or instrument to which
the Company is a party or by which the Company or its properties or assets are bound or (iii) conflict with, or result in
a breach under, any constitutive document of the Company.


 


(d)            Other
than any consents that have already been obtained or will be obtained in connection with consummation of the transactions contemplated
by the Integration Agreement, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required
to be made or obtained by the Company in connection with (i) the execution, delivery or performance of this Agreement or (ii) the
consummation by the Company of its obligations hereunder.


 


ARTICLE VI


 


MISCELLANEOUS


 


Section 6.1.     Effective
Time. The effectiveness of this Agreement is conditioned on Closing. In the event that the Integration Agreement terminates
prior to the Closing, this Agreement shall be void ab initio.


 


Section 6.2.     Entire
Agreement. The Transaction Agreements and all of the other Exhibits, Annexes and Schedules hereto and thereto constitute the
entire understanding and agreement between the parties as to the matters covered herein and therein and supersede and replace any
prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto
between the parties as to the matters covered herein and therein. In the event of any inconsistency between this Agreement and
any document executed or delivered to effect the purposes of this Agreement, this Agreement shall govern as among the parties hereto.
In the event of any inconsistency between the Transaction Agreements and the policies of the Company (including the policies of
the Board), the Transaction Agreements shall govern.


 






    	 	 18	 



     


    

 


Section 6.3.     Most
Favored Nation. On the date hereof, the Company is entering into the Other IRA with Other Investor. The Company agrees that
it will not amend, modify or supplement the Other IRA to provide Other Investor with terms that are more favorable in respect of
their position as a holder of Share Equivalents than those terms provided to Investor pursuant to this Agreement without the express
prior consent of Investor.


 


Section 6.4.     Assignment
of Rights.


 


(a)            Except
as set forth in ‎Section 6.4(b), neither the rights nor the obligations of Investor hereunder shall be assigned
in whole or in part without the prior written consent of the Company and, if occurring prior to the Special Board Date, approved
by a majority of the Specially Designated Directors then in office and any such purported assignment in violation of this ‎Section 6.4(a) shall
be null and void and of no effect.


 


(b)            The
rights and obligations of Investor hereunder are assignable:


 


(i)            in
whole or in part to an Affiliate of Investor (provided that any such assignment shall not relieve Investor of any obligations
hereunder); or


 


(ii)           with
respect to Investor’s right to appoint one (1) and only one (1) Investor Director Designee to the Board pursuant
to ‎Section 2.1(b) and the corresponding rights under Section 2.1(c) and
Section 2.4 (and no other rights whatsoever), to any Person in connection with the transfer of Share Equivalents held
by Investor to such Person (a “Designated Assignee”); provided, that (A) such right to appoint one
(1) Investor Director Designee to the Board may only be assigned to one (1) Designated Assignee, (B) such assignment
pursuant to this ‎Section 6.4(b)(ii) shall only be permitted if
such Designated Assignee acquires from Investor or any Affiliate thereof a number of (x) Share Equivalents representing a
Share Ownership Percentage of not less than nine and nine-tenths percent (9.9%) and (y) Share Equivalents representing not
less than five percent (5%) of the number of Fully Diluted Common Shares outstanding as of the date of such assignment, (c) such
assigned right shall automatically terminate and be of no further force or effect at such time as Designated Assignee is no longer
a 5% Holder and (D) the obligations of Investor in this Agreement, including without limitation, those set forth in Sections
3.2 and 4.2, are specific to Investor and are not required to be assumed by any Designated Assignee in connection with
the transfer of Share Equivalents. For the avoidance of doubt, the right to assign set forth in this ‎Section 6.4(b)(ii) may
only be utilized one (1) time and such assigned right shall not be subject to further assignment by the Permitted Assignee.


 






    	 	 19	 



     


    

 


(c)            The
Company acknowledges and agrees that: (i) the rights and powers of any Designated Assignee shall include the rights and powers
of a “Designated Assignee” as defined in the Articles, and (ii) a Designated Assignee shall be entitled to exercise
its right to nominate an Investor Director Designee, notwithstanding the termination of this Agreement or the reduction in the
number of directors Investor can designate pursuant to ‎Section 2.1(b), so long as such Designated Assignee is
a 5% Holder.


 


(d)            The
rights and obligations of the Company hereunder shall not be assigned without the prior written consent of Investor, and any such
purported assignment in violation of this ‎Section 6.4(d) shall be null and void and of no effect.


 


Section 6.5.     Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial.


 


(a)            This
Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate
to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based
upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement
to enter into this Agreement), shall be governed by, and enforced in accordance with, the laws of the Province of British Columbia
and the federal laws of Canada applicable therein (the “Jurisdiction”) without giving effect to any laws, rules or
provisions of the Jurisdiction that would cause the application of the laws, rules or provisions of any jurisdiction other
than the Jurisdiction.


 


(b)            Each
party agrees that it will bring any action or proceeding in respect of any claim arising out of this Agreement or the transactions
contemplated hereby exclusively in the courts of the Province of British Columbia (the “Chosen Courts”), and,
solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably
submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or
proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have
jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will
be effective if notice is given in accordance with ‎Section 6.10.


 


(c)            EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND
(IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS ‎‎Section 6.5(c).


 






    	 	 20	 



     


    

 


Section 6.6.     Obligations;
Remedies. The Company and Investor shall be entitled to enforce their rights under this Agreement specifically, to recover
damages by reason of any breach of any provision of this Agreement (including reasonable and documented, out-of-pocket costs of
enforcement) and to exercise all other rights existing in their favor. The parties hereto agree that irreparable damage would occur
if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly,
the parties shall be entitled to specific performance of the terms of this Agreement without the necessity of proving the inadequacy
of monetary damages as a remedy, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically
the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.
Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would
be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.
All remedies, either under this Agreement or by Law or otherwise afforded to any party, shall be cumulative and not alternative.


 


Section 6.7.     Amendment
and Waiver.


 


(a)            The
terms and provisions of this Agreement may be:


 


(i)            modified
or amended at any time and from time to time only in a writing signed by each of the Company (which, prior to the Special Board
Date, must be approved by a majority of the Specially Designated Directors then in office), Investor and, prior to the termination
of the Other IRA, the Other Investor; or


 


(ii)            waived
in a writing signed by the party to be bound by such waiver; provided, that any waiver binding the Company must, prior to
the Special Board Date, be approved by a majority of the Specially Designated Directors then in office and, prior to the termination
of the Other IRA, be approved in writing by Other Investor.


 






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(b)            Any
amendment or modification effected in accordance with the foregoing shall be effective and binding on the Company and Investor
and any waiver effected in accordance with the foregoing shall be effective and binding on the party granting such waiver.


 


(c)            Any
failure by any party at any time to enforce any of the provisions of this Agreement shall not be construed a waiver of such provision
or any other provisions hereof.


 


(d)            Neither
the Investor nor the Company shall have any obligation to provide any consent under, or agree to any modification or amendment
of, this Agreement. All decisions of the Investor or the Company regarding any such consent, modification or agreement shall be
made in the sole and absolute discretion of the Investor or the Company, as the case may be.


 


(e)            Binding
Effect. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement shall be binding on and
inure to the benefit of each of the parties hereto and their respective successors.


 


Section 6.8.     Termination.
This Agreement shall terminate (x) automatically (without any action by any party hereto) when Investor no longer has the
right to designate at least one Investor Director Designee, it being understood that the continuing right of the Investor’s
Designated Assignee to designate a director shall be excluded for such purpose, or (y) upon the earlier written notice by
the Investor to the Company that it elects to irrevocably terminate this Agreement. In the event of any termination of this Agreement
as provided in this ‎Section 6.8,
this Agreement shall forthwith become of no further force or effect (except for Section 2.7, Section 4.3
and ‎ARTICLE VI,
which shall survive for a period of one (1) year following such termination) and there shall be no liability on the part of
any parties hereto or their respective Affiliates. Notwithstanding the foregoing, no party hereto shall be relieved from liability
for any breach of this Agreement prior to the date of its termination.


 


Section 6.9.     Non-Recourse.
Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection
herewith, by its acceptance of the benefits of this Agreement, the Company and Investor covenant, agree and acknowledge that no
Person (other than the parties hereto and their respective successors and permitted assigns) has any obligations hereunder, and
that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had
against any current or future director, officer, employee, shareholder, member or partner of Investor or the Company or of any
Affiliate thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute,
regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach
to, be imposed on or otherwise be incurred by any of the former, current and future equity holders, controlling persons, directors,
officers, employees, agents, Affiliates, members, partners, managers or shareholders of Investor or any Affiliate thereof or the
Company or any Affiliate thereof (or their respective successors or permitted assigns) or any former, current or future equity
holders, controlling persons, directors, officers, employees, agents, Affiliates, members, partners, managers or shareholders of
any of the foregoing, as such, for any obligation of Investor or the Company (or their respective successors or permitted assigns)
under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect
of or by reason of such obligations or their creation.


 






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Section 6.10.     Notices.


 


(a)            All
notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when delivered, if sent to the recipient by electronic mail during normal
business hours of the recipient, and otherwise on the next Business Day; provided, that if sent by electronic mail, the
notice, demand or other communication shall be confirmed by the same being sent by either (i) reputable express courier service
(charges prepaid) or (ii) certified or registered mail, postage prepaid. NOTWITHSTANDING ANY PROVISION OF THE ARTICLES OR
THE PARTNERSHIP AGREEMENT, ANY NOTICE TO INVESTOR OR ITS AFFILIATES IN ITS CAPACITY AS A STOCKHOLDER OF THE COMPANY OR A PARTNER
OF THE PARTNERSHIP WILL BE EFFECTIVE ONLY IF DELIVERED IN WRITING AND EFFECTIVE IN ACCORDANCE WITH THE PROVISIONS OF THIS ‎Section 6.10.


 


(b)            Notices,
demands and other communications, in each case to the respective parties, shall be sent to the applicable address set forth below:


 


if to the Company, to:


 


Telesat Canada


160 Elgin Street, Suite 2100


Ottawa, Ontario, Canada K2P 2P7


Attn: Chris DiFrancesco


Email: CDiFrancesco@telesat.com


 


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


 


Wachtell, Lipton, Rosen & Katz


51 West 52nd Street


New York, New York 10019


Attn: John L. Robinson


Email: JLRobinson@wlrk.com


 






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if to Investor, to:


 


c/o MHR Fund Management LLC

1345 Avenue of the Americas


 


42nd Floor


New York, New York 10105

Attention: Janet Yeung and Keith Schaitkin

Email: JYeung@mhrfund.com; Kschaitkin@mhrfund.com


 


(c)            The
Company shall, within two (2) Business Days of receipt thereof, provide to Other Investor a copy of all notices given or received
under the Other IRA and the Partnership Agreement.


 


Section 6.11.     Severability.
Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed
and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted
to be only so broad as is enforceable.


 


Section 6.12.     No
Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their
successors and permitted assigns (provided this Agreement shall not be binding upon, but Section 6.4(b)(ii) and
Section 6.4(c) (and the rights granted to a Designated Assignee thereunder) will inure to the benefit of, a Designated
Assignee as provided in this Agreement), and nothing herein, express or implied, is intended to or shall confer upon any other
Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement,
except as provided in ‎‎Section 2.5,
‎‎Section 6.9 and this ‎Section 6.12.


 


Section 6.13.     Recapitalizations;
Exchanges, Etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to Share Equivalents,
to any and all shares of capital stock of the Company or partnership interests in Canadian LP or any successor or assign of the
Company or Canadian LP (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange
for, or in substitution of the Share Equivalents, by reason of a stock dividend, stock split, share consolidation, stock issuance,
reverse stock split, combination, recapitalization, reclassification, arrangement, amalgamation, merger, consolidation or otherwise.


 






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Section 6.14.     Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together
shall constitute a single instrument. Copies of executed counterparts transmitted by telecopy or other electronic transmission
service shall be considered original executed counterparts for purposes of this ‎‎Section 6.14.


 


Section 6.15.     Headings.
The heading references herein and in the table of contents hereto are for convenience purposes only, do not constitute a part of
this Agreement and shall not be deemed to limit or affect any of the provisions hereof.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, each of the undersigned
has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first written above.


 


	 	TELESAT CORPORATION
	 	 
	 	 
	 	By:	 /s/ Christopher S. DiFrancesco
	 	 	Name:	 Christopher S. DiFrancesco
	 	 	Title:	 Vice President, General Counsel and Secretary




 


	 	MHR FUND MANAGEMENT LLC
	 	 
	 	 
	 	By:	/s/ Janet Yeung
	 	 	Name:	Janet Yeung
	 	 	Title:	 Authorized Signatory