REGISTRATION RIGHTS AGREEMENT Between TRANSALTA CORPORATION AndRegistration Rights Agreement • May 23rd, 2019 • Transalta Corp • Electric services • Alberta
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereto agree as follows:
ContractInvestment Agreement • May 23rd, 2019 • Transalta Corp • Electric services • Alberta
THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE INVESTMENT AGREEMENT (AS DEFINED HEREIN) AND THE EXCHANGE AND OPTION AGREEMENT (AS DEFINED HEREIN), WHICH AGREEMENTS CONTAIN, AMONG OTHER THINGS, RESTRICTIONS ON THE RIGHT TO TRANSFER, PLEDGE OR OTHERWISE DEAL WITH THIS SECURITY. NOTICE OF SUCH RESTRICTIONS AND THE OTHER PROVISIONS OF SUCH AGREEMENTS IS HEREBY GIVEN.
EXCHANGE AND OPTION AGREEMENTExchange and Option Agreement • May 23rd, 2019 • Transalta Corp • Electric services • Alberta
WHEREAS (i) Eagle Investment II LP, an Affiliate of the Investor, is the holder of $350,000,000 principal amount of 7% unsecured, subordinated debentures (the “Debentures”) and (ii) the Investor and/or its Affiliates will, upon completion of the Second Subscription on the Second Funding Date (as those terms are defined in the Investment Agreement), be the holder of 400,000 redeemable First Preferred Shares, Series I (the “Redeemable Shares”), in each case, issued pursuant to that certain investment agreement entered into as of March 22, 2019 between Brookfield BRP Holdings (Canada) Inc. and the Issuer (as amended, restated, supplemented or otherwise modified from time to time, the “Investment Agreement”);
