Common use of Equity Financing Clause in Contracts

Equity Financing. In the event that the Company proposes to issue Equity Securities in connection with an Equity Financing: (1) the Company shall deliver a notice to Glencore in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least ten Business Days prior to the proposed closing date of the Equity Financing (the "Equity Financing Notice") specifying: (i) the total number of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but, shall, in any event, be communicated to Glencore in writing no later than five Business Days prior to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing; and (2) Glencore shall have the right to subscribe for and purchase that number of Equity Securities that the Company proposes to offer for sale as described in the Equity Financing Notice such that Glencore and its Affiliates collectively may maintain the Glencore Percentage immediately prior to the first public announcement of the proposed Equity Financing for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If Glencore elects to subscribe for such Equity Securities, Glencore shall provide written notice to the Company by the close of business on the fifth Business Day following the day upon which the Equity Financing Notice is received by Glencore; provided that if the Company is proposing to undertake a Bought Deal in respect of such Equity Securities, the Company shall give such notice to Glencore, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (but not less than three Business Days prior to the launch or public announcement of such Bought Deal) and Glencore shall have two Business Days from the date the Company advises it of such proposed Bought Deal to notify the Company in writing of the number of Equity Securities that Glencore elects to subscribe for and purchase.

Equity Financing. In For so long as DMSL’s Right continues to be in effect, in the event that the Company Primero proposes to issue Equity Securities in connection with an Equity Financing: (1a) the Company Primero shall deliver a notice to Glencore DMSL in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least ten seven (7) Business Days prior to the proposed closing date of the Equity Financing (the "“Equity Financing Notice"”) specifying: (i) the total number of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but, shall, in any event, be communicated to Glencore in writing no later than five Business Days prior to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing; and. (2b) Glencore DMSL shall have the right right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, to subscribe for and purchase that number of Equity Securities that Primero actually issues and sells in the Company proposes to offer for sale as Equity Financing described in the Equity Financing Notice such that Glencore DMSL and its Affiliates collectively may maintain the Glencore DMSL’s Percentage immediately prior to the first public announcement of the proposed Equity Financing Financing, for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If Glencore elects DMSL elect to subscribe for such Equity Securities, Glencore DMSL shall provide written notice to the Company Primero (i) by the close of business on the fifth third Business Day following the day upon which the Equity Financing Notice is received by Glencore; provided that if the Company is proposing to undertake a Bought Deal in respect of such Equity SecuritiesDMSL, the Company shall give such notice to Glencore, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted or (but ii) not less than three Business Days prior to 24 hours following the launch day upon which the Equity Financing Notice is received by DMSL in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, or public announcement of such Bought Deal) and Glencore shall have two Business Days from the date the Company advises it of such proposed Bought Deal to notify the Company in writing any successor rule or policy. Closing of the number purchase of any additional Equity Securities that Glencore elects to subscribe for and purchaseby DMSL under this subsection 4(b) will be completed concurrently with the closing of the issuance of the Equity Securities in the Equity Financing.

Equity Financing. In 3.1. Subject to Section 6.1, in the event that the Company proposes to issue Equity Securities in connection with an Equity Financing: (1a) the Company shall deliver a notice to Glencore SSRI in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least ten [10] Business Days prior to the earlier of: (i) the date on which the Company files a preliminary prospectus, registration statement or other offering document in connection with an Equity Financing that constitutes a public offering of the Company Shares and (ii) the proposed closing date of the Equity Financing (the "“Equity Financing Notice") ”), specifying: (iA) the total number of Outstanding Equity Securities; (iiB) the total number of Equity Securities which are proposed to be offered for sale; (iiiC) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (ivD) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but, shall, in any event, be communicated to Glencore in writing no later than five Business Days prior to the proposed closing date of the Equity Financing; and (vE) the proposed closing date of the Equity Financing; and; (2b) Glencore SSRI shall have the right to subscribe for and purchase that such number of Equity Securities that the Company proposes to offer for sale as described in the Equity Financing Notice such that Glencore as would result in SSRI and its Affiliates collectively may maintain maintaining, following the Glencore completion of the Equity Financing, SSRI’s Percentage held by them immediately prior to the first public announcement of the proposed Equity Financing Financing, for the consideration and on the same terms and conditions as offered to the other potential purchasers under the Equity Financing all as set forth in the Equity Financing Notice. If Glencore SSRI elects to subscribe for such Equity Securities, Glencore SSRI shall provide written notice to the Company by the close of business on the fifth Business Day following the day upon which the Equity Financing Notice is received by Glencore; provided that if SSRI; (c) subject to Section 7.1, SSRI shall have the right to sell, pursuant to a prospectus, registration statement or other offering document prepared and delivered by the Company in connection with an Equity Financing that constitutes a public offering of Company Shares, such number of Company Shares as is proposing equal to undertake a Bought Deal the total number of Company Shares being sold under such offering multiplied by the lesser of SSRI’s Percentage and 20%. If SSRI elects to exercise such right, SSRI shall provide written notice to the Company by the close of business on the fifth Business Day following the day upon which the Equity Financing Notice is received by SSRI. In the event of such exercise by SSRI, the Company and SSRI shall cooperate in good faith in connection with SSRI’s participation in such offering; and (d) in respect of any specific Equity Financing Notice and the related Equity Financing, SSRI shall have the right to either purchase pursuant to Section 3.1(b) or sell pursuant to Section 3.1(c), but may not both purchase and sell. 3.2. Subject to Section 6.1, in the event that SSRI advises the Company in writing that SSRI or its Affiliates wish to sell any of the Equity Securities owned by them, SSRI and the Company shall cooperate in good faith to effect such Equity Securitiessale and, without limiting the generality of the foregoing, the Company shall give execute and file such notice to Glencoredocuments, including anticipated pricingand take such other actions, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (but not less than three Business Days prior to the launch or public announcement of such Bought Deal) and Glencore shall have two Business Days from the date the Company advises it of such proposed Bought Deal to notify the Company in writing of the number of Equity Securities that Glencore elects to subscribe for and purchasemay reasonably be requested by SSRI.

Equity Financing. In As of the Closing Date, and for so long as the MDCI Pro Forma Percentage is at least 10%, in the event that the Company Corporation proposes to issue Equity Securities in connection with an Equity Financing, other than pursuant to Section 3.5: (1a) the Company Corporation shall deliver a notice to Glencore MDCI in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least ten Business Days fifteen days prior to the proposed closing date of the Equity Financing (the "“Equity Financing Notice"”) specifying: (i) the total number of Outstanding (Partially-Diluted) Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but, but shall, in any event, be communicated to Glencore MDCI in writing no later than five Business Days seven days prior to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing; and; (2b) Glencore MDCI shall have the right to subscribe for and purchase up to that number of Equity Securities that the Company Corporation proposes to offer for sale as described in the Equity Financing Notice such that Glencore and its Affiliates collectively may maintain the Glencore MDCI Pro Forma Percentage immediately following completion of such Equity Financing (assuming, in the case of an Equity Financing which includes the issuance of Convertible Securities, the full conversion of such Convertible Securities) will equal the MDCI Pro Forma Percentage immediately prior to the first public announcement of the proposed Equity Financing; provided, however, that MDCI shall not have the right to exercise, convert or exchange, as applicable, any Convertible Securities issued in such Equity Financing if such exercise, conversion or exchange would result in MDCI becoming a Control Person (as defined in Canadian Securities Laws or under the policies of the Exchange) prior to the Corporation obtaining any requisite Shareholder approval in accordance with Section 3.4. MDCI shall have the option to subscribe for and purchase the same form of Equity Securities for the consideration and on the same terms and conditions as offered to the other potential purchasers purchasers, all as set forth in the Equity Financing Notice. If Glencore MDCI elects to subscribe for such Equity Securities, Glencore MDCI shall provide written notice to the Company by Corporation at least five (5) Business Days prior to the close proposed closing date of business on the fifth Business Day following the day upon which the Equity Financing Notice is received by Glencore(the “Participation Period”); provided that if the Company Corporation is proposing to undertake a Bought Deal in respect of such Equity Securities, the Company Corporation shall give such notice to GlencoreMDCI, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (but not less than three Business Days five days prior to the launch or public announcement of such Bought Deal) and Glencore MDCI shall have two Business Days three days from the date the Company Corporation advises it of such proposed Bought Deal to notify the Company Corporation in writing of the number of Equity Securities that Glencore MDCI elects to subscribe for and purchase. Subject to Section 3.2(c), the subscription elected by MDCI pursuant to this Section 3.2(b) shall close concurrently with the closing of the Equity Financing; and (c) MDCI agrees that if the Corporation decides to complete an Equity Financing prior to the expiry of the Participation Period or without MDCI’s participation, it shall be entitled to do so, provided that to the extent MDCI has exercised or exercises any MDCI Equity Right in accordance with this Section 3.2, the Corporation will sell the applicable number of Equity Securities to MDCI on or before the date that is fifteen (15) Business Days following the completion of the Equity Financing, and provided, further, that until the closing of such sale to MDCI (i) the Corporation will not hold any meetings of its Shareholders, and (ii) the MDCI Pro Forma Percentage for the purposes of this Agreement shall be deemed to be the MDCI Pro Forma Percentage immediately prior to the completion of the Equity Financing.

Equity Financing. In the event that the Company proposes Signed subscriptions shall have been received by AeroGrow to issue Equity Securities in connection purchase shares of AeroGrow Common Stock (together with an attached five-year warrant to purchase one additional share of AeroGrow Common Stock ("Investor Warrant") for each share purchased in the Equity Financing: (1) in a private placement offering exempt from registration under the Company Securities Act pursuant to Regulation D and Regulation S promulgated thereunder, which subscriptions shall deliver a notice to Glencore in writing as soon as possible prior to the public announcement represent gross proceeds of not less than $5,000,000, with such gross proceeds having been fully funded into an escrow account established for the Equity Financing, but in any event at least ten Business Days the release of which to AeroGrow is conditioned only upon the Closing of the Merger. At or prior to Closing, AeroGrow's board of directors shall approved the proposed closing date Equity Financing, which Equity Financing shall not be commenced prior to February 6, 2006, and the subscriptions received shall have been accepted by AeroGrow, subject only to the Closing of the Merger. The minimum amount under the Equity Financing shall be $5,000,000 and the maximum amount shall be $12,000,000. Keating Securities, LLC sha▇▇ ▇▇▇▇ been appointed by AeroGrow as the exclusive placement agent for Equity Financing pursuant to a certain Placement Agreement ("Placement Agreement") by and between Keating Securities, LLC and ▇▇▇▇▇▇ow. In connection with the Equity Financing (the as defined herein), AeroGrow shall register for re-offer and re-sale, on a registration statement ("Equity Financing NoticeResale Registration Statement") specifyingto be filed by AeroGrow with the SEC within 45 days following the Closing: (i) the total number shares of Outstanding AeroGrow Common Stock sold in the Equity Securities; Financing ("Investor Common Stock"), and (ii) the total number shares of Equity Securities which are proposed to be offered for sale; (iii) AeroGrow Common Stock underlying the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but, shall, in any event, be communicated to Glencore in writing no later than five Business Days prior to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing; and (2) Glencore shall have the right to subscribe for and purchase that number of Equity Securities that the Company proposes to offer for sale as described warrants issued in the Equity Financing Notice such that Glencore and its Affiliates collectively may maintain ("Investor Warrants"). The Resale Registration Statement shall be declared effective by the Glencore Percentage immediately prior SEC within 150 days after the Closing. In the event the Resale Registration Statement is not filed or declared effective in a timely manner, AeroGrow shall be required to the first public announcement of the proposed Equity Financing for the consideration and on the same terms and conditions as offered pay penalties to the other potential purchasers all as set forth investors in the Equity Financing Notice. If Glencore elects as mutually agreed to subscribe for such Equity Securities, Glencore shall provide written notice to between the Company by the close of business on the fifth Business Day following the day upon which the Equity Financing Notice is received by Glencore; provided that if the Company is proposing to undertake a Bought Deal in respect of such Equity Securities, the Company shall give such notice to Glencore, including anticipated pricing, as early as practicable in the circumstances in light of the speed investors and urgency under which Bought Deals are conducted (but not less than three Business Days prior to the launch or public announcement of such Bought Deal) and Glencore shall have two Business Days from the date the Company advises it of such proposed Bought Deal to notify the Company in writing of the number of Equity Securities that Glencore elects to subscribe for and purchaseAeroGrow.

Equity Financing. In (a) Westaim shall use reasonable commercial efforts, subject to the event that terms and conditions set forth in this Agreement, to complete the Company proposes Equity Financing for Equity Financing Gross Proceeds of $15,000,000 and, if requested by the Companies, will retain a registered securities dealer (the “Agent”) acceptable to issue the Companies, as agent or underwriter, pursuant to an agency or underwriting agreement (the “Agency Agreement”) containing terms, conditions, representations, warranties and indemnities customary in a transaction of like nature and satisfactory to each of the Parties, acting reasonably. The Equity Securities Financing shall be completed on a private placement basis and no prospectus or similar disclosure document will be prepared by Westaim or the Companies in connection with an Equity Financing: (1) the Company shall deliver a notice to Glencore in writing as soon as possible prior to the public announcement of the Equity Financing. The documentation, but in any event at least ten Business Days prior to the proposed closing date of including, without limitation, the Equity Financing (Subscription Agreements, used to implement the "Equity Financing Notice") specifying: shall be satisfactory to Westaim and to the Companies, acting reasonably, and Westaim and Companies agree that: (i) the total number of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Subscription Agreements shall provide that each subscriber for Equity Financing Notice, but, shall, in any event, be communicated to Glencore in writing no later than five Business Days prior Shares shall deposit funds equal to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing; and (2) Glencore shall have the right to subscribe for and purchase that number of Equity Securities that the Company proposes to offer for sale as described in the Equity Financing Notice such that Glencore and its Affiliates collectively may maintain the Glencore Percentage immediately prior to the first public announcement of the proposed Equity Financing for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If Glencore elects to subscribe for such Equity Securities, Glencore shall provide written notice to the Company by the close of business on the fifth Business Day following the day upon which the Equity Financing Notice is received by Glencore; provided that if the Company is proposing to undertake a Bought Deal in respect of such Equity Securities, the Company shall give such notice to Glencore, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (but not less than three Business Days prior to the launch or public announcement of such Bought Deal) and Glencore shall have two Business Days from the date the Company advises it of such proposed Bought Deal to notify the Company in writing product of the number of Equity Financing Shares subscribed for by such subscriber and the Equity Financing Offering Price with Burnet, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (or such other Person as the Companies and Westaim shall agree to, acting reasonably), in trust, on or before 5:00 p.m. (Calgary time) on the date that is two days prior to the date of the Westaim Meeting; (ii) the Equity Financing Subscription Agreements, once executed by a subscriber for Equity Financing Shares, will be irrevocable by such subscriber; (b) Westaim shall take all actions in connection with the Equity Financing as may be reasonably requested by the Companies, from time to time, and shall, without limitation to the foregoing: (i) advance and market the Equity Financing in compliance with Securities that Glencore elects to subscribe for Laws; (ii) cooperate with the Companies and purchaseall participating third parties and negotiate in good faith all necessary or appropriate agreements, including any Agency Agreement (if required); and (iii) cause the attendance by its officers, as necessary, at due diligence sessions held by the Agent (if any) or other advisors in respect of the Equity Financing.

Equity Financing. In Subject to Section 3.4, from and after the Effective Date, at any time prior to an IPO, in the event that the Company Corporation proposes to issue Equity Securities in connection with an Equity Financing: (1a) the Company Corporation shall deliver a notice to Glencore each Investor in writing as soon as possible prior to the public announcement completion of the an Equity Financing, but in any event at least ten five Business Days prior to the proposed closing date of the Equity Financing (the "“Equity Financing Notice") specifying”), such Equity Financing Notice to enclose the material terms of the Equity Financing to allow each Investor to make a reasoned decision in respect of exercising the Equity Right, including: (i) the total number of Outstanding Equity SecuritiesSecurities at such time and the Investor Percentage; (ii) the total number of Equity Securities which are proposed to be offered for salesale in the Equity Financing; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but, shall, in any event, be communicated to Glencore in writing no later than five Business Days prior to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing; and (2b) Glencore each Investor shall have the right to subscribe for and purchase up to that number of the Equity Securities that the Company Corporation proposes to offer for sale as described in pursuant to the Equity Financing Notice such that Glencore and its Affiliates collectively may maintain their Investor Percentage immediately following completion of such Equity Financing (assuming, in the Glencore case of an Equity Financing that includes the issuance of Convertible Securities, the full conversion of such Convertible Securities) will equal their Investor Percentage immediately prior to the first public announcement of the proposed Equity Financing Financing, for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice; provided that if the consideration and/or terms and conditions for all of the potential purchaser(s) in such Equity Financing are not identical, each Investor shall be entitled to elect to subscribe for and purchase Equity Securities for the consideration and/or terms and conditions applicable to any such potential purchaser it chooses. Notwithstanding the foregoing and for greater certainty, if the Equity Securities proposed to be offered in the Equity Financing Notice are securities convertible into or exercisable or exchangeable for Common Shares, the number of Equity Securities that each Investor shall have a right to subscribe for and purchase pursuant to the Equity Right would be equal to the total number of Equity Securities actually sold pursuant to the Equity Financing multiplied by their Investor Percentage. If Glencore an Investor elects to subscribe for such Equity Securities, Glencore such Investor shall provide written notice to the Company Corporation by the close of business on the fifth (5th) Business Day following the day upon which the Equity Financing Notice is received delivered to the Investor and the subscription elected by Glencore; provided that if the Company is proposing Investor pursuant to undertake a Bought Deal this Section 3.2(b) shall close as promptly as possible following, or concurrently with, in respect of such Equity Securitiesthe Corporation’s discretion, the Company shall give such notice to Glencore, including anticipated pricing, as early as practicable in the circumstances in light closing of the speed and urgency under which Bought Deals are conducted (but not less than three Business Days prior to the launch or public announcement of such Bought Deal) and Glencore shall have two Business Days from the date the Company advises it of such proposed Bought Deal to notify the Company in writing of the number of applicable Equity Securities that Glencore elects to subscribe for and purchaseFinancing.

Equity Financing. (a) During the Pre-Closing Period, Vistas may enter into and consummate Subscription Agreements with Equity Investors and Pubco in form and substance and on terms and conditions reasonable acceptable to the Company and Vistas, acting reasonably (the equity issuance by Vistas contemplated by such Subscription Agreements, an “Equity Financing”). (b) Subject to the terms and conditions of this Agreement, during the Pre-Closing Period, Vistas shall use, and shall cause its Affiliates to use, its reasonable best efforts to obtain the proceeds of the Equity Financing on the terms and conditions described in the Subscription Agreements, including using reasonable best efforts to (i) satisfy (or, if deemed advisable by Vistas, obtain the waiver of) on a timely basis all conditions in the Subscription Agreements that are within its control (including payment of all fees and expenses) and comply with its obligations thereunder, (ii) maintain in effect any such Subscription Agreements in accordance with their terms and (iii) enforce all of its rights under any Subscription Agreements. Vistas shall not and shall cause its Affiliates not to take or refrain from taking, directly or indirectly, any action that would reasonably be expected to result in a default under or failure of any of the conditions contained in, or materially impair, delay or prevent consummation of the Equity Financing contemplated by any such Subscription Agreements. (c) In the event that any portion of the Equity Financing becomes unavailable on the terms and conditions contemplated in each Subscription Agreement, regardless of the reason therefor, (i) Vistas may, as promptly as practicable following the occurrence of such event, use its commercially reasonable efforts to obtain alternative financing reasonably acceptable to the Company proposes (the “Alternative Financing”) (in an amount sufficient, when taken together with any then-available Equity Financing and available cash of Vistas, to issue consummate the transactions contemplated by this Agreement and to pay related fees and expenses earned, due and payable as of the Closing Date) on terms not materially less favorable in the aggregate to Vistas, Pubco and the Company than those contained in the Subscription Agreements that the Alternative Financing would replace from the same or other sources and which do not include any incremental conditionality to the consummation of such Alternative Financing that are materially more onerous to Vistas and Pubco (in each case, in the aggregate) than the conditions set forth in the Subscription Agreement that the Alternative Financing would replace, and (ii) Vistas or Pubco will promptly notify the Company of such unavailability and the reason therefor. (d) Notwithstanding anything to contrary contained in this Agreement, nothing contained in this Section 6.11 or elsewhere in this Agreement shall require, and in no event shall the “reasonable best efforts” of Vistas be deemed to construe or require, Vistas or any of their respective Affiliates to (i) bring any enforcement action against Shuaa, any Equity Securities Investor to enforce its rights under the Shuaa Engagement Letter or the applicable Subscription Agreement, (ii) seek or accept Equity Financing on terms adverse to or less favorable than those set forth in the Subscription Agreements, or (iii) agree to waive any term or condition of this Agreement or amend or waive any term of the Shuaa Engagement Letter or the Subscription Agreements. (e) During the Pre-Closing Period, the Company shall cause the appropriate officers, employees and other Representatives of the Anghami Companies to use reasonable best efforts to cooperate in connection with an the arrangement of the Equity Financing: Financing as may be reasonably requested by Vistas, including by (1i) participating in a reasonable number of virtual meetings, presentations, due diligence sessions, drafting sessions and sessions with investors at mutually agreeable times and locations and upon reasonable advance notice, (ii) reasonably assisting with the Company shall deliver a notice to Glencore preparation of customary materials for actual and potential participants in writing as soon as possible prior to the public announcement of the Equity Financing, but offering documents, private placement memoranda, prospectuses and similar documents required in connection with the Equity Financing, (iii) providing financial statements and such other financial information regarding the Anghami Companies that is reasonably available or within its possession and as is reasonably requested in connection with the Equity Financing, (iv) reasonably assisting Vistas to satisfy the conditions set forth in any event at least ten Business Days prior to the proposed closing date of document executed in connection with the Equity Financing (the "Equity Financing Notice") specifying: (i) the total number of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but, shall, in any event, be communicated to Glencore in writing no later than five Business Days prior to the proposed closing date of the Equity Financing; and (v) the proposed closing date of otherwise reasonably cooperating in Vistas’ efforts to consummate the Equity Financing; and (2) Glencore . The Company shall have the right be given a reasonable opportunity to subscribe for review and purchase comment on any financing documents and any materials that number of Equity Securities that the Company proposes are to offer for sale as described be presented during any meetings conducted in connection with the Equity Financing Notice such that Glencore Financing, and its Affiliates collectively may maintain Vistas shall give due consideration to all reasonably comments provided thereto. Unless otherwise agreed to by Anghami in writing, the Glencore Percentage immediately prior to the first public announcement material terms of the proposed any Equity Financing for entered into during the consideration and on Pre-Closing Period shall be consistent with the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If Glencore elects to subscribe for such Equity Securities, Glencore shall provide written notice to the Company by the close of business on the fifth Business Day following the day upon which the Equity Financing Notice is received by Glencore; provided that if the Company is proposing to undertake a Bought Deal in respect of such Equity Securities, the Company shall give such notice to Glencore, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (but not less than three Business Days prior to the launch or public announcement of such Bought Deal) and Glencore shall have two Business Days from the date the Company advises it of such proposed Bought Deal to notify the Company in writing of the number of Equity Securities that Glencore elects to subscribe for and purchaseSubscription Agreements.

Equity Financing. In Signed subscriptions shall have been received to purchase Series A Preferred Stock or Parent Common Stock (as determined by ▇▇▇▇ Capital) in a private placement offering exempt from registration under the event that the Company proposes Securities Act pursuant to issue Equity Securities in connection with an Regulation D promulgated thereunder ("Equity Financing: "), which subscriptions shall represent gross proceeds of not less than $10,000,000 (1) or such lesser amount as mutually agreed to by Parent and the Company shall deliver a notice to Glencore in writing as soon as possible prior to the public announcement of the Equity FinancingCompany), but in any event at least ten Business Days prior to the proposed closing date of with such gross proceeds having been fully funded into an escrow account established for the Equity Financing (the "Equity Financing Notice") specifying: (i) the total number release of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions Parent is conditioned upon satisfaction or waiver of the Equity Securities proposed conditions to be offered for sale; (iv) the consideration for which the Equity Securities are proposed investors' obligations to be offered for sale, provided that in the event such consideration is not determinable as of the date of close the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but, shall, in any event, be communicated to Glencore in writing no later than five Business Days prior to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing; and (2) Glencore shall have the right to subscribe for and purchase that number of Equity Securities that the Company proposes to offer for sale as described in the Equity Financing Notice such that Glencore and its Affiliates collectively may maintain the Glencore Percentage immediately prior to the first public announcement of the proposed Equity Financing for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If Glencore elects to subscribe for subscription documents, including, without limitation, the Closing of the Transaction, Parent's acceptance of such Equity Securities, Glencore shall provide written notice to subscriptions after the Company by Closing and the close approval of business on the fifth Business Day following the day upon which the Equity Financing Notice is received by Glencore; provided that if Parent's board of directors following the Closing. The Equity Financing shall be based on a pre-money valuation of Parent after giving effect to the Merger with the Company is proposing of not less than $22,000,000 (or such lesser amount as mutually agreed to undertake a Bought Deal by Parent and the Company) ("Pre-Money Value"). The Equity Financing may include the issuance of warrants to purchase Parent Common Stock ("Offering Warrants") to the investors and placement agent, provided the exercise price thereof shall not be less than the per share price of the Series A Preferred Stock (on an as-converted basis) or Parent Common Stock sold in respect the Equity Financing. Each investor and the placement agent shall in writing release and covenant not to ▇▇▇ the officers, directors and advisors of such Parent serving or providing services immediately prior to the Closing for any matter respecting the Equity SecuritiesFinancing, the Company or the Company's business. Parent shall give such notice also assume the Placement Agreement immediately following the Closing. Parent shall register for resale, on an at the market continuous basis under Rule 415 promulgated under the Securities Act, the shares of Parent Common Stock issued to Glencore, including anticipated pricing, as early as practicable investors in the circumstances Equity Financing (or the shares of Parent Common Stock underlying the Series A Preferred Stock in light the event Series A Preferred Stock is issued in the Equity Financing) together with the shares of Parent Common Stock underlying the speed Offering Warrants on a registration statement to be filed with the SEC within the time frame and urgency under which Bought Deals are conducted otherwise in accordance with the agreement between the Parent and the investors (but not less than three Business Days prior to the launch or public announcement of such Bought Deal) and Glencore shall have two Business Days from the date the Company advises it of such proposed Bought Deal to notify the Company in writing of the number of Equity Securities that Glencore elects to subscribe for and purchase"Registration Statement").

Equity Financing. In (a) Parent and certain of its controlled Affiliates are a party to and has accepted a fully executed equity commitment letter, dated as of the event date of this Agreement, between each Equity Investor and Parent (the “Commitment Letter”), pursuant to which, on the terms and subject to the conditions set forth therein, each Equity Investor has agreed to invest in Parent the amount set forth therein. The equity financing committed pursuant to the Commitment Letter is referred to in this Agreement as the “Equity Financing.” The Commitment Letter provides that the Company proposes is an express third-party beneficiary of the Commitment Letter, and, subject to issue Equity Securities in connection with an Equity Financing:the terms and conditions set forth therein, entitled to enforce the Commitment Letter. (1b) As of the date hereof, ▇▇▇▇▇▇ has delivered to the Company shall deliver a notice to Glencore true, correct and complete copy of the executed Commitment Letter. (c) Except as expressly set forth in writing as soon as possible prior the Commitment Letter, there are no conditions precedent to the public announcement obligations of each Equity Investor to provide the Equity Financing, but in Financing contemplated to be funded on the Closing Date or any event at least ten Business Days prior contingencies that would permit either Equity Investor to reduce the proposed closing date aggregate principal amount of the Equity Financing (the "Equity Financing Notice") specifying: (i) the total number of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed contemplated to be offered funded on the Closing Date. As of the date hereof, assuming the conditions set forth in Section 2.2(a) and Section 2.2(b) are satisfied, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Commitment Letter on or prior to the Closing Date, nor does Parent have knowledge as of the date hereof that either Equity Investor will not perform its obligations thereunder. There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Letter, except as set forth in the Commitment Letter. (d) The Equity Financing, if funded in accordance with the Commitment Letter, shall provide Parent with cash proceeds on the Closing Date sufficient for sale; the satisfaction on the Closing Date of all of Parent’s obligations under this Agreement and the Commitment Letter to be funded on the Closing Date, including the payment of the Merger Consideration payable on the Closing Date, and any fees and expenses of or payable by Parent or Merger Sub or Parent’s other Affiliates, and for any repayment or refinancing of any outstanding indebtedness of the Company and/or its Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letter (iiisuch amounts, collectively, the “Financing Amounts”). From and after the Closing Date, Parent, together with the Surviving Corporation, will have sufficient cash on hand or other sources of immediately available funds to enable it to settle conversions or effect repurchases or repayments of the Convertible Notes pursuant to the terms of the Convertible Notes Indenture. (e) As of the rightsdate hereof, privilegesthe Commitment Letter constitutes the legal, restrictionsvalid, binding and enforceable obligations of Parent and its applicable Affiliates and, to the Knowledge of Parent, any other parties thereto and are in full force and effect. To the Knowledge of Parent, as of the date hereof and assuming the accuracy of the representations and warranties in ARTICLE 3 (subject to all qualifications or limitations on such representations and warranties), no event has occurred which (with or without notice, lapse of time or both) would constitute a breach or failure to satisfy a condition by Parent under the terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as Commitment Letter. As of the date hereof, the Commitment Letter has not been modified, amended or altered and none of the Equity Financing Noticerespective commitments thereunder have been terminated, such information may be omitted from the Equity Financing Noticereduced, but, shall, withdrawn or rescinded in any eventrespect and, be communicated to Glencore in writing no later than five Business Days prior to the proposed closing date Knowledge of Parent, assuming the conditions set forth in Section 2.2(a) and Section 2.2(b) are satisfied, there is no basis for termination, reduction, withdrawal or rescission thereof. (f) In no event shall the receipt or availability of any funds or financing (including the Equity Financing; and (v) the proposed closing date by Parent or any of the Equity Financing; and (2) Glencore shall have the right to subscribe for and purchase that number of Equity Securities that the Company proposes to offer for sale as described in the Equity Financing Notice such that Glencore and its Affiliates collectively may maintain the Glencore Percentage immediately prior or any other financing be a condition to the first public announcement any of the proposed Equity Financing for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If Glencore elects to subscribe for such Equity Securities, Glencore shall provide written notice to the Company by the close of business on the fifth Business Day following the day upon which the Equity Financing Notice is received by Glencore; provided that if the Company is proposing to undertake a Bought Deal in respect of such Equity Securities, the Company shall give such notice to Glencore, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency Parent’s obligations under which Bought Deals are conducted (but not less than three Business Days prior to the launch or public announcement of such Bought Deal) and Glencore shall have two Business Days from the date the Company advises it of such proposed Bought Deal to notify the Company in writing of the number of Equity Securities that Glencore elects to subscribe for and purchasethis Agreement.

Equity Financing. In (a) The Offeror has received and accepted an executed commitment letter, dated the event date hereof and attached as Exhibit C (the “Equity Commitment Letter”), from certain Persons (collectively, the “Equity Investors”) pursuant to which the Equity Investors have agreed, subject to the terms and conditions thereof, to invest in Offeror the amounts set forth therein (the “Equity Financing Commitments”). The Equity Commitment Letter provides that the Company proposes is a third-party beneficiary entitled to issue specific performance thereof. The cash equity committed pursuant to the Equity Securities Commitment Letter is collectively referred to in connection with an this Agreement as the “Equity Financing:.” As of the date hereof, Offeror has delivered to the Company a true, complete and correct copy of the executed Equity Commitment Letter and any fee letters related thereto. (1b) Except as expressly set forth in the Company shall deliver a notice to Glencore in writing as soon as possible prior Equity Commitment Letter, there are no conditions precedent to the public announcement obligations of the Equity Investors to provide the Equity Financing or any contingencies that would permit the Equity Investors to reduce the total amount of the Equity Financing. As of the date hereof, but Offeror does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Equity Commitment Letter on the Offer Closing Date, nor does Offeror have Knowledge that any event at least ten Business Days prior to the proposed closing date of the Equity Financing Investors will not perform their respective obligations thereunder. (c) Assuming the "satisfaction of the Offer Conditions and the Equity Financing Notice"is funded in accordance with the Equity Commitment Letter, the Equity Financing shall provide Offeror with cash proceeds on the Offer Closing Date sufficient for the satisfaction of Offeror’s obligations to pay the aggregate Offer Price, to complete the Issuance and to perform the other obligations of Offeror under this Agreement. (d) specifying: (i) As of the total number date hereof, the Equity Commitment Letter is valid, binding and in full force and effect and, to Offeror’s Knowledge, assuming the satisfaction of Outstanding Equity Securities; (ii) the total number Offer Conditions, no event has occurred that, with or without notice, lapse of Equity Securities which are proposed time, or both, would reasonably be expected to be offered for sale; (iii) constitute a default or breach or a failure to satisfy a condition precedent on the rights, privileges, restrictions, part of Offeror under the terms and conditions of the Equity Securities proposed Commitment Letter. There are no commitment fees or other fees required to be offered for sale; (iv) paid pursuant to the consideration for which terms of the Equity Securities are proposed to be offered for sale, provided that in Commitment Letter on or before the event such consideration is not determinable as date of this Agreement. As of the date hereof, the Equity Commitment Letter has not been modified, amended or altered and none of the Equity Financing Notice, such information may be omitted from respective commitments under the Equity Financing Notice, but, shall, Commitment Letter has been withdrawn or rescinded in any eventrespect. (e) In no event shall the receipt or availability of any funds or financing (including, be communicated to Glencore in writing no later than five Business Days prior to for the proposed closing date avoidance of doubt, the Equity Financing; and ) by Offeror or any Affiliate or any other financing or other transactions be a condition to Offeror’s obligations hereunder (v) it being understood that the proposed closing date Company’s ability to obtain specific performance to draw down the full proceeds of the Cash Equity Financing; and (2as defined in the SPA) Glencore shall have is subject to the right to subscribe for limitations set forth in Section 8.5(b) of the SPA, and purchase that number of Equity Securities that the Company proposes to offer for sale as described in the Equity Financing Notice such that Glencore and its Affiliates collectively may maintain the Glencore Percentage immediately prior Offer Conditions include certain requirements related to the first public announcement of the proposed Equity Financing for the consideration and on the same terms and conditions as offered to the other potential purchasers all SPA as set forth in the Equity Financing Notice. If Glencore elects to subscribe for such Equity Securities, Glencore shall provide written notice to the Company by the close paragraph (d) of business on the fifth Business Day following the day upon which the Equity Financing Notice is received by Glencore; provided that if the Company is proposing to undertake a Bought Deal in respect of such Equity Securities, the Company shall give such notice to Glencore, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (but not less than three Business Days prior to the launch or public announcement of such Bought Deal) and Glencore shall have two Business Days from the date the Company advises it of such proposed Bought Deal to notify the Company in writing of the number of Equity Securities that Glencore elects to subscribe for and purchaseExhibit A hereto).

Equity Financing. In Schedule 5.21 sets forth a complete list of Subscription Agreements that CBAH has received and accepted from the event that Equity Investors as of the Company proposes date hereof pursuant to issue which the Equity Securities in connection with an Equity Financing: (1) Investors have committed, subject solely to the Company shall deliver a notice terms and conditions thereof and expressly stated therein, to Glencore in writing as soon as possible acquire CBAH Class A Common Stock immediately prior to the public announcement Closing. CBAH has delivered, or will deliver promptly after the execution and delivery of this Agreement and in any event no later than the end of the day following the date of this Agreement, to the Company true, complete and correct copies of the executed Subscription Agreements. Except as set forth in the Subscription Agreements, there are no conditions precedent to the obligations of the Equity Investors to provide the Equity Financing or any contingencies that would permit the Equity Investors to reduce the total amount of the Equity Financing. There are no other agreements, side letters or arrangements relating to the Equity Financing to which CBAH or any of its Affiliates is a party that could impose conditions to the funding of the Equity Financing, but other than those set forth in the Subscription Agreements. CBAH does not have any event reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Subscription Agreements at least ten Business Days the time it is required to consummate the Closing hereunder. None of the executed Subscription Agreements have been modified, altered or amended, nor, to the knowledge of CBAH, is any such amendment, modification, withdrawal, termination or rescission currently contemplated or the subject of current discussions. None of the commitments under the executed Subscription Agreements have been withdrawn, terminated or rescinded prior to the proposed closing date of this Agreement. The Subscription Agreements are (or shall be when executed) (as to CBAH and, to the Equity Financing (knowledge of CBAH, the "Equity Financing Notice"other parties thereto) specifying: (i) valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, which would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the total number part of Outstanding Equity Securities; (ii) CBAH under the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Subscription Agreements, other than any such default, breach or failure that has been irrevocably waived by the applicable Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that Investor or otherwise cured in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but, shall, in any event, be communicated to Glencore in writing no later than five Business Days prior a timely manner by CBAH to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing; and (2) Glencore shall have the right to subscribe for and purchase that number of Equity Securities that the Company proposes to offer for sale as described in the Equity Financing Notice such that Glencore and its Affiliates collectively may maintain the Glencore Percentage immediately prior to the first public announcement of the proposed Equity Financing for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If Glencore elects to subscribe for such Equity Securities, Glencore shall provide written notice to the Company by the close of business on the fifth Business Day following the day upon which the Equity Financing Notice is received by Glencore; provided that if the Company is proposing to undertake a Bought Deal in respect satisfaction of such Equity Securities, Investor. There are no commitment fees or other fees required to be paid pursuant to the Company shall give such notice to Glencore, including anticipated pricing, as early as practicable in the circumstances in light terms of the speed and urgency under which Bought Deals are conducted (but not less than three Business Days prior to the launch or public announcement of such Bought Deal) and Glencore shall have two Business Days from the date the Company advises it of such proposed Bought Deal to notify the Company in writing of the number of Equity Securities that Glencore elects to subscribe for and purchaseSubscription Agreements.

Equity Financing. In As of the Closing Date, and for so long as the Equinox Pro Forma Percentage is at least 20%, in the event that the Company Corporation proposes to issue Equity Securities in connection with an Equity Financing, other than pursuant to Section 3.5: (1a) the Company Corporation shall deliver a notice to Glencore Equinox Gold in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least ten Business Days fifteen days prior to the proposed closing date of the Equity Financing (the "“Equity Financing Notice"”) specifying: (i) the total number of Outstanding (Partially-Diluted) Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but, but shall, in any event, be communicated to Glencore Equinox Gold in writing no later than five Business Days seven days prior to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing; and; (2b) Glencore Equinox Gold shall have the right to subscribe for and purchase up to that number of Equity Securities that the Company Corporation proposes to offer for sale as described in the Equity Financing Notice such that Glencore and its Affiliates collectively may maintain as equals the Glencore Equinox Pro Forma Percentage immediately prior to the first public announcement of the proposed Equity Financing multiplied by the number of Equity Securities actually issued in such Equity Financing. Equinox Gold shall have the option to subscribe for and purchase the Equity Securities for the consideration and on the same terms and conditions as offered to the other potential purchasers purchasers, all as set forth in the Equity Financing Notice. If Glencore Equinox Gold elects to subscribe for such Equity Securities, Glencore Equinox Gold shall provide written notice to the Company by Corporation at least five (5) Business Days prior to the close proposed closing date of business on the fifth Business Day following the day upon which the Equity Financing Notice is received by Glencore(the “Participation Period”); provided that if the Company Corporation is proposing to undertake a Bought Deal in respect of such Equity Securities, the Company Corporation shall give such notice to GlencoreEquinox Gold, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (but not less than three Business Days days prior to the launch or public announcement of such Bought Deal) and Glencore Equinox Gold shall have two Business Days days from the date the Company Corporation advises it of such proposed Bought Deal to notify the Company Corporation in writing of the number of Equity Securities that Glencore Equinox Gold elects to subscribe for and purchase. Subject to Section 3.2(c), the subscription elected by Equinox Gold pursuant to this Section 3.2(b) shall close concurrently with the closing of the Equity Financing; and (c) Equinox Gold agrees that if the Corporation decides to complete an Equity Financing prior to the expiry of the Participation Period or without Equinox Gold’s participation, it shall be entitled to do so, provided that to the extent Equinox Gold has exercised or exercises any Equinox Equity Right in accordance with this Section 3.2, the Corporation will sell the applicable number of Equity Securities to Equinox Gold on or before the date that is fifteen (15) Business Days following the completion of the Equity Financing, and provided, further, that until the closing of such sale to Equinox Gold (i) the Corporation will not hold any meetings of its Shareholders, and (ii) the Equinox Pro Forma Percentage for the purposes of this Agreement shall be deemed to be the Equinox Pro Forma Percentage immediately prior to the completion of the Equity Financing.

Equity Financing. In For so long as the Goldcorp Right continues to be in effect, in the event that the Company Tahoe proposes to issue Equity Securities in connection with an Equity Financing: (1a) the Company Tahoe shall deliver a notice to Glencore Goldcorp collectively in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least ten seven (7) Business Days prior to the proposed closing date of the Equity Financing (the "Equity Financing Notice") specifying: (i) the total number of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but, shall, in any event, be communicated to Glencore in writing no later than five Business Days prior to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing; and; (2b) Glencore Goldcorp shall have the right to subscribe for and purchase that number of Equity Securities that the Company Tahoe proposes to offer for sale as described in the Equity Financing Notice such that Glencore Goldcorp and its Affiliates collectively may maintain the Glencore Goldcorp Percentage immediately prior to the first public announcement of the proposed Equity THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT TAHOE RESOURCES INC. Financing for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If Glencore Goldcorp elects to subscribe for such Equity Securities, Glencore Goldcorp shall provide written notice noticed to the Company Tahoe by the close of business on the fifth second Business Day following the day upon which the Equity Financing Notice is received by Glencore; provided that if the Company is proposing to undertake a Bought Deal in respect of such Equity Securities, the Company shall give such notice to Glencore, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (but not less than three Business Days prior to the launch or public announcement of such Bought Deal) and Glencore shall have two Business Days from the date the Company advises it of such proposed Bought Deal to notify the Company in writing of the number of Equity Securities that Glencore elects to subscribe for and purchaseGoldcorp.