As filed with the Securities and Exchange Commission on November 18, 2022

 

Registration No. 333-______

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Reunion Neuroscience Inc.

(Exact name of registrant as specified in its charter)

 

Canada   Not Applicable
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)    
     
30 Duncan Street, Lower North Suite    
Toronto, ON, Canada   M5V 2C3
(Address of Principal Executive Offices)   (Zip Code)

 

Equity Compensation Plan

(Full title of the plan)

 

Gregory Mayes     
President and Chief Executive Officer   David C. Schwartz, Esq.
Reunion Neuroscience Inc.   Morgan, Lewis & Bockius LLP
30 Duncan Street, Lower North Suite   502 Carnegie Center
Toronto, Ontario M5V 2C3   Princeton, New Jersey 08540
1(888) 880-7386   (609) 919-6600
(Name, address, telephone number,   (With copies to)
including area code, of agent for service)    

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨

Non-accelerated filer x

Smaller reporting company ¨ Emerging growth company x

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ¨

 

 

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1.Plan Information.*

 

Item 2.Registrant Information and Employee Plan Annual Information.*

 

 

*The documents containing the information specified in Part I will be delivered in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.Incorporation of Documents by Reference.

 

The following documents, which have been previously filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated herein by reference and shall be deemed to be a part of this Registration Statement:

 

(1)             The Registrant’s Annual Report on Form 40-F for the year ended March 31, 2022, filed with the Commission on June 30, 2022;

 

(2)             All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since March 31, 2022; and

 

(4)             The description of the Common Shares of the Registrant contained under the section captioned “Description of Securities” in the Registrant’s Registration Statement on Form F-10, filed with the Commission December 7, 2021, including any amendment or report filed for the purpose of updating such description.

 

In addition, all documents that the Registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

 

For purposes of this Registration Statement, any document or statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such document or statement in such document. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4.Description of Securities.

 

Not applicable.

 

Item 5.Interests of Named Experts and Counsel.

 

Not applicable.

 

 

 

 

Item 6.Indemnification of Directors and Officers.

 

Under section 124 of the Canada Business Corporation Act (“CBCA”), the Registrant may indemnify a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, provided the Registrant may not indemnify an individual referred to above unless the individual: (a) acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant's request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful. The CBCA further provides that the Registrant may, with the approval of a court, indemnify an individual referred to above, or advance moneys for the cost, charges and expenses of a proceeding referred to above, in respect of an action by or on behalf of the Registrant or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual’s association with the Registrant or other entity as described above against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the conditions set out in (a) and (b) above. Notwithstanding the foregoing, under the CBCA, an individual referred to above is entitled to indemnity from the Registrant in respect of all costs, charges and expenses, reasonably incurred by the individual in the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Registrant or other entity referred to above, if the individual seeking indemnity was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done, and if the individual fulfills the conditions set out in (a) and (b) above. In addition, the CBCA provides that the Registrant may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above, provided the individual shall repay the moneys if the individual does not fulfill the conditions in (a) and (b) above.

 

By-law No. 1 of the Registrant requires the Registrant to indemnify, to the fullest extent permitted by the CBCA or otherwise by law, a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer or an individual acting in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, provided the individual fulfills the conditions set out in (a) and (b) in the paragraph above. In addition, By-law No. 1 of the Registrant provides that the Registrant shall advance moneys to an individual referred to above for the costs, charges and expenses of such proceedings, and the individual shall repay the moneys if the individual does not fulfil the conditions set out in (a) and (b) in the paragraph above.

 

The Registrant has entered into indemnification agreements with each of its senior officers and directors pursuant to which they are indemnified and held harmless substantially to the extent permitted by, and subject to the limitations of, the CBCA.

 

The Registrant also maintains directors’ and officers’ liability insurance which insures the directors and officers of the Registrant and its subsidiaries against certain losses resulting from any wrongful act committed in their official capacities for which they become obligated to pay, to the extent permitted by applicable law and subject to the terms and conditions, exclusions, limits and deductibles of the policy.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7.Exemption from Registration Claimed.

 

Not applicable.

 

 

 

 

Item 8.Exhibits.

 

The Registrant hereby files the exhibits set forth below:

 

Exhibit
Number
  Description of Exhibit
4.1   Articles of Reunion Neuroscience Inc.
     
4.2   By-law No. 1 of Reunion Neuroscience Inc.
     
5.1   Opinion of Bennett Jones LLP, counsel for the Registrant, regarding the legal validity of the shares of Common Shares being registered on this Registration Statement.
     
10.1   Reunion Neuroscience, Inc. Equity Compensation Plan.
     
23.1   Consent of Bennett Jones LLP (contained in Exhibit 5.1).
     
23.2   Consent of Ernst & Young LLP
     
23.3   Consent of MNP LLP
     
24.1   Power of Attorney (included on signature page).
     
107   Filing Fee Exhibit

 

Item 9.Undertakings.

 

(a)The undersigned Registrant hereby undertakes:

 

1.To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

i.  To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

ii.  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

iii.  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 

2.That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

 

 

3.To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

4.That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(b)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Ontario Canada on this 18th day of November, 2022.

 

 

Reunion Neuroscience Inc.

(Registrant)

   
  By: /s/ Gregory Mayes
    Name: Gregory Mayes
    Title: President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gregory Mayes and Edward Smith, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 (this “Registration Statement”) and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratify and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the date listed below.

 

Signature   Capacity   Date
         
/s/ Gregory Mayes   President and Chief Executive Officer, Director   November 18, 2022
  Gregory Mayes   (Principal Executive Officer)    
         
/s/ Edward Smith   Chief Financial Officer   November 18, 2022
  Edward Smith   (Principal Financial Officer and Principal Accounting Officer)    
         
/s/ Joseph Del Moral   Director    November 18, 2022
  Joseph Del Moral        
         
/s/ Hannan Fleiman   Director    November 18, 2022
  Hannan Fleiman        
         
/s/ Helen Boudreau   Director   November 18, 2022
  Helen Boudreau        
         
/s/ Dieter Weinand   Director   November 18, 2022
  Dieter Weinand        
         
/s/ Ellen Lubman   Director   November 18, 2022
  Ellen Lubman        
         
/s/ Barry Fishman   Director   November 18, 2022
  Barry Fishman        

 

 

 

Exhibit 4.1

GRAPHIC

GRAPHIC

1-​Name​of​the​applicant​corporation(s)​ Field​Trip​Health​Ltd. Corporation​number 1238483-3 5​-​Name​of​the​other​bodies​corporate​involved,​if​applicable Field​Trip​Health​&​Wellness​Ltd. Corporation​number​or​jurisdiction 1399349-3 2​-​Name​of​the​corporation(s)​the​articles​of​which​are​amended,​if​applicable Field​Trip​Health​Ltd. Corporation​number 1238483-3 3​-​Name​of​the​corporation(s)​created​by​amalgamation,​if​applicable N/A Corporation​number 4​-​Name​of​the​dissolved​corporation(s),​if​applicable N/A Corporation​number 6​-​In​accordance​with​the​order​approving​the​arrangement,​the​plan​of​arrangement​attached​hereto,​involving​the​above​named​ body(ies)​​​​ ​​​​​corporate,​is​hereby​effected. If​the​amendment​includes​a​name​change,​indicate​the​change​below: Change​of​name​of​Field​Trip​Health​Ltd.​to​Reunion​Neuroscience​Inc. a.​the​articles​of​the​corporation(s)​indicated​in​item​2,​are​amended. ✔ b.​the​following​bodies​corporate​and/or​corporations​are​amalgamated​(for​CBCA​corporations​include​the​corporation​number): c.​the​corporation(s)​indicated​in​item​4​is(are)​liquidated​and​dissolved:​ N/A In​accordance​with​the​plan​of​arrangement, N/A Print​name:​ Joseph​del​Moral Signature: Note:​ Misrepresentation​constitutes​an​offence​and,​on​summary​conviction,​a​person​is​liable​to​a​fine​not​exceeding​$5,000​or​to​im prisonment​for​a​ term​not​exceeding​six​months​or​to​both​(subsection​250(1)​of​the​CBCA). 7​-​I​hereby​certify​that​I​am​a​director​or​an​authorized​officer​of​one​of​the​applicant​corporations.​ ISED-ISDE​3189E​(2020/01)​ Canada​Business​Corporations​Act​ (CBCA)​ FORM​14.1​ ARTICLES​OF​ARRANGEMENT​ (Section​192)​ Page​1​of​2 ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​

GRAPHIC

Court​File​No.​CV-22-00681073-00CL ONTARIO SUPERIOR​COURT​OF​JUSTICE (COMMERCIAL​LIST)​ THE​HONOURABLE​ JUSTICE​OSBORNE ) ) ) WEDNESDAY,​THE​29 th ​ DAY​OF​JUNE,​2022 IN​THE​MATTER​OF ​an​application​under​section​192​of​the​ Canada​Business​Corporations​ Act ,​R.S.C.​1985,​c.​C-44,​as​amended; AND​IN​THE​MATTER​OF ​Rule​14.05(2)​of​the​ Rules​of​Civil​Procedure AND​IN​THE​MATTER​OF ​a​proposed​arrangement​of​Field​Trip​Health​Ltd.​ FIELD​TRIP​HEALTH​LTD. Applicant FINAL​ORDER THIS​APPLICATION ​made​by​Field​Trip​Health​Ltd.​(" Field​Trip ")​pursuant​to​ section​192​of​the​ Canada​Business​Corporations​Act ,​R.S.C.​1985,​c.​C-44,​as​amended,​(the​ “ CBCA ")​was​heard​this​day​by​videoconference​due​to​the​COVID-19​pandemic. ON​READING ​the​Notice​of​Application​issued​on​May​12,​2022,​the​affidavit​of​ Joseph​del​Moral​sworn ​ May​16,​2022,​the​supplementary​affidavit​of​Joseph​del​Moral​sworn​ June​27,​2022,​together​with​the​exhibits​thereto,​and​the​Interim​Order​of​the​Honourable​Justice​ Gilmore​dated​May​18,​2022,​ Electronically​issued​/​Délivré​par​voie​électronique​:​29-Jun-2022 Toronto​Superior​Court​of​Justice​/​Cour​supérieure​de​justice ​​​​​​​Court​File​No./N°​du​dossier​du​greffe​:​ CV-22-00681073-00CL

GRAPHIC

A-2 ON​HEARING ​the​submissions​of​counsel​for​Field​Trip,​on​being​advised​that​the​ Director​appointed​under​the​CBCA​does​not​consider​it​necessary​to​appear​on​this​application,​ and​no-one​appearing​for​any​other​person,​including​any​shareholder​of​Field​Trip,​ ON​HAVING ​been​advised​that​that​it​is​the​intention​of​Field​Trip​and​Field​Trip​ Health​&​Wellness​Ltd.​(" SpinCo ")​to​rely​upon​section​3(a)(10)​of​the​ United​States​Securities​ Act​of​1933 ,​as​amended​(the​" 1933​Act ")​as​a​basis​for​an​exemption​(the​" Section​3(a)(10)​ Exemption ")​from​the​registration​requirements​of​the​1933​Act​with​respect​to​the​issuance​ and/or​exchange​of​securities​pursuant​to​the​Arrangement​and​on​the​basis​set​forth​in​the​Plan​ of​Arrangement,​and​further,​that​this​order​will​serve​as​a​basis​of​such​claim​to​the​Section​ 3(a)(10)​Exemption,​and ​ AND​ON​HAVING​DETERMINED ​that​the​Arrangement,​as​described​in​the​Plan​of​ Arrangement​attached​as​Schedule​“A”​to​this​order,​is​an​arrangement​for​the​purposes​of​ section​192​of​the​CBCA​and​is​fair​and​reasonable,​substantively​and​procedurally,​in​ accordance​with​the​requirements​of​that​section, 1. THIS​COURT​ORDERS ​that​the​Arrangement,​as​described​in​the​Plan​of​Arrangement​ attached​as​Schedule​“A”​to​this​order,​shall​be​and​is​hereby​approved.​ 2. THIS​COURT​ORDERS ​that​the​Applicant​shall​be​entitled​to​seek​leave​to​vary​this​ order​upon​such​terms​upon​giving​such​notice​as​this​court​may​direct,​to​seek​the​advice​and​ directions​of​this​court​as​to​the​implementation​of​this​order,​and​to​apply​for​such​further​order​ or​orders​as​may​be​appropriate. Electronically​issued​/​Délivré​par​voie​électronique​:​29-Jun-2022 Toronto​Superior​Court​of​Justice​/​Cour​supérieure​de​justice ​​​​​​​Court​File​No./N°​du​dossier​du​greffe​:​ CV-22-00681073-00CL 2022.06.2 9 10:56:43 -04’00’

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

SCHEDULE A

 

PLAN OF ARRANGEMENT

UNDER SECTION 192 OF THE

CANADA BUSINESS CORPORATIONS ACT

 

ARTICLE 1

DEFINITIONS AND INTERPRETATION

 

1.1Definitions.

 

In this plan of arrangement, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings:

 

(a)Arrangementmeans the arrangement pursuant to Section 192 of the CBCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 6.1 of the Arrangement Agreement or this Plan of Arrangement, or made at the direction of the Court either in the Interim Order or Final Order with the written consent of Field Trip and SpinCo;

 

(b)Arrangement Agreement means the arrangement agreement dated as of April 28, 2022 between Field Trip and SpinCo, as may be supplemented or amended from time to time;

 

(c)Arrangement Resolutionmeans the special resolution of the Field Trip Shareholders approving the Arrangement, substantially in the form attached as Schedule “A” hereto, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement or at the direction of the Court in the Interim Order with the consent of Field Trip;

 

(d)Articlesmeans, in respect of a person, its articles of incorporation, amalgamation, or continuation, as applicable, together with all amendments thereto;

 

(e)Business Day means a day which is not a Saturday, Sunday or statutory holiday in the City of Toronto, Ontario;

 

(f)CBCAmeans the Canada Business Corporations Act, R.S.C. , 1985, c. C-44, as amended;

 

(g)Courtmeans the Ontario Superior Court of Justice (Commercial List);

 

(h)Depositarymeans Computershare Trust Company of Canada, or such other depositary as Field Trip may determine;

 

(i)Dissent Proceduresmeans the rules pertaining to the exercise of Dissent Rights as set forth in Section 190 of the CBCA, and Article 5 of this Plan of Arrangement;

 

(j)Dissent Rightsmeans the rights of dissent granted in favour of registered holders of Field Trip Shares in accordance with Article 5 of this Plan of Arrangement;

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

(k)Dissenting Share” means a Field Trip Share in respect of which Dissent Rights are validly exercised by a registered Field Trip Shareholder;

 

(1)Dissenting Shareholder” means a registered Field Trip Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Procedures and whose Dissent Rights remain valid immediately prior to the Effective Time, but only in respect of the Dissenting Shares held by such registered Field Trip Shareholder;

 

(m)Effective Datemeans the date on which the Arrangement becomes effective, as agreed upon by Field Trip and SpinCo in accordance with the Final Order;

 

(n)Effective Timemeans 3:01 a.m. (Toronto time) on the Effective Date or such other time on the Effective Date as agreed to in writing by Field Trip and SpinCo;

 

(o)Encumbrancemeans any lien, charge, claim, adverse interest, security interest, third party right or encumbrance of any kind or nature;

 

(p)Field Tripmeans Field Trip Health Ltd., a corporation existing under the CBCA;

 

(q)Field Trip Amended Equity Incentive Planmeans the existing amended and restated equity incentive plan of Field Trip, as may be updated or amended from time to time;

 

(r)Field Trip Boardmeans the board of directors of Field Trip;

 

(s)Field Trip Class A Shares means the Field Trip Shares, as constituted upon being renamed and redesignated as “Class A common shares without par value” pursuant to Section 3.1(b) of this Plan of Arrangement;

 

(t)Field Trip Clinics Business means Field Trip’s business of operating health centres for ketamine-enhanced psychotherapy, psychedelic-enhanced psychotherapy and psychedelic-integration psychotherapy, together with certain digital assets and intellectual property owned by Field Trip and its subsidiaries which are necessary to conduct the Field Trip Clinics Business as currently operated and for greater certainty, includes Field Trip’s Jamaica plant-based research division;

 

(u)Field Trip Meeting means the special meeting of the Field Trip Shareholders (including, any adjournments or postponements thereof) to be held to consider and, if deemed advisable, approve the Arrangement and such further or other business as may properly come before the Field Trip Meeting;

 

(v)Field Trip Optionholders means the holders of Field Trip Options;

 

(w)Field Trip Options means options to acquire Field Trip Shares granted pursuant to the Field Trip Amended Equity Incentive Plan which are outstanding immediately prior to the Effective Time;

 

(x)Field Trip Reorganizationmeans the transfer of the Field Trip Clinics Business to SpinCo, to be effected in connection with the Arrangement (and prior to the Effective Date);

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

(y)Field Trip Shareholdermeans a registered or beneficial holder of Field Trip Shares or Field Trip Class A Shares, as the context requires;

 

(z)Field Trip Shares means the common shares without par value in the capital of Field Trip;

 

(aa)Field Trip Warrantholders” means the holders of Field Trip Warrants;

 

(bb)Field Trip Warrants” means the share purchase warrants of Field Trip exercisable to acquire Field Trip Shares which are outstanding immediately prior to the Effective Time;

 

(cc)Final Order” means the final order of the Court approving the Arrangement, as such order may be amended by the Court at any time prior to the Effective Date;

 

(dd)Information Circular” means the management information circular of Field Trip, including all exhibits, appendices, and schedules thereto, to be sent to the Field Trip Shareholders in connection with the Field Trip Meeting, together with any amendments or supplements thereto;

 

(ee)Interim Order” means the interim order of the Court providing advice and directions in connection with the Field Trip Meeting and the Arrangement;

 

(ff)In-the-Money Amount”, in respect of an option, at any particular time, means the amount, if any, by which the fair market value at that time of the securities subject to the option exceeds the exercise price of the option. For purposes of calculating the In-the-Money Amount under Section 3.1(d) hereof, (A) the fair market value of a Field Trip Share will be calculated as the two-day volume-weighted average trading price of a Field Trip Share on the TSX on the two trading days immediately prior to the Effective Date and (B) the fair market value of a Reunion Share or SpinCo Share will be calculated as the two-day volume-weighted average trading price of a Reunion Share or SpinCo Share on the TSX or TSXV, as applicable, on the first two trading days upon which the Reunion Shares or SpinCo Shares trade on the TSX or TSXV, as applicable, following the                        Effective           Date;

 

(gg)Letter of Transmittal” means the letter of transmittal in respect of the Arrangement to be sent to the Field Trip Shareholders together with the Information Circular;

 

(hh)Option Agreement” means, with respect to an Optionee, the written agreement between Field Trip and the Optionee evidencing the terms and conditions of the Field Trip Options granted to such Optionee;

 

(ii)Option Spread” means, with respect to any Field Trip Option, Reunion Replacement Option or SpinCo Option, at any relevant time, the positive or negative difference determined by subtracting (i) the aggregate exercise price of the applicable option from (ii) the fair market value of the shares subject to such option. For purposes of calculation of Option Spread under Section 3.1(d) hereof, (A) the fair market value of a Field Trip Share will be calculated as the two day volume weighted average trading price of a Field Trip Share on the TSX on the two trading days immediately prior to the Effective Date and (B) the fair market value of a Reunion Share or SpinCo Share will be calculated as the two day volume weighted average trading price of a Reunion Share or SpinCo Share on the TSX or TSXV, as applicable, on the first two trading days upon which the Reunion Shares or SpinCo Shares trade on the TSX or TSXV, as applicable, following the Effective Date;

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

(jj)Optioneemeans a holder of Field Trip Options and/or SpinCo Options, as the context requires;

 

(kk)Plan of Arrangement” means this plan of arrangement, as the same may be amended from time to time;

 

(ll)Reunion Replacement Option” means an option to acquire a Reunion Share to be issued by Reunion to a holder of a Field Trip Option pursuant to Section 3.1(d) of this Plan of Arrangement;

 

(mm)Reunion Shares means the new class of common shares without par value in the capital of Field Trip, to be created pursuant to Section 3.1(c) of this Plan of Arrangement and issued to the Field Trip Shareholders pursuant to Section 3.1(e)(i) of this Plan of Arrangement, which new class of shares will be identical in every relevant respect to the Field Trip Shares, and which, for certainty, will represent the common shares in the capital of Field Trip, as constituted following the completion of the change of its corporate name pursuant to Section 3.1(b) of this Plan of Arrangement;

 

(nn)Share Distribution Record Date” means the close of business on the Business Day immediately preceding the Effective Date for the purpose of determining the Field Trip Shareholders entitled to receive Reunion Shares and SpinCo Shares pursuant to this Plan of Arrangement or such other date as the Field Trip Board may select;

 

(oo)SpinComeans Field Trip Health & Wellness Ltd., a corporation existing under the federal laws of Canada;

 

(pp)SpinCo Optionholders” means the holders of SpinCo Options;

 

(qq)SpinCo Options” means options to acquire SpinCo Shares to be issued in accordance with the SpinCo Stock Option Plan and upon such terms as may be determined by the board of directors of SpinCo.

 

(rr)SpinCo Shareholder” means a registered or beneficial holder of SpinCo Shares, as the context requires;

 

(ss)SpinCo Sharesmeans the common shares without par value in the capital of SpinCo, which for greater certainty includes the 60,000,000 SpinCo Shares to be issued to Field Trip prior to the Effective Date to complete the acquisition of the Field Trip Clinics Business pursuant to the Field Trip Reorganization;

 

(tt)SpinCo Stock Option Plan means the stock option plan to be adopted by SpinCo in accordance with the Arrangement Agreement, as the same may be modified, amended or restated from time to time;

 

(uu)Tax Act means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended;

 

(vv)TSX” means the Toronto Stock Exchange;

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

(ww)TSXVmeans the TSX Venture Exchange; and

 

(xx)U.S. Securities Actmeans the United States Securities Act of 1933, as amended.

 

1.2Interpretation Not Affected by Headings.

 

The division of this Plan of Arrangement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. Unless otherwise specifically indicated, the terms “this Plan of Arrangement”, “hereof”, “hereunder” and similar expressions refer to this Plan of Arrangement as a whole and not to any particular article, section, subsection, paragraph or subparagraph and include any agreement or instrument supplementary or ancillary hereto.

 

1.3Number and Gender.

 

Unless the context otherwise requires, words importing the singular number only shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and words importing persons shall include firms and corporations.

 

1.4Meaning.

 

Words and phrases used herein and defined in the CBCA shall have the same meaning herein as in the CBCA, unless the context otherwise requires.

 

1.5Date for any Action.

 

If any date on which any action is required to be taken under this Plan of Arrangement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

 

1.6Governing Law.

 

This Plan of Arrangement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

 

ARTICLE 2

ARRANGEMENT AGREEMENT

 

2.1Arrangement Agreement.

 

This Plan of Arrangement is made pursuant and subject to the provisions of the Arrangement Agreement.

 

2.2Arrangement Effectiveness.

 

The Arrangement and this Plan of Arrangement shall become final and conclusively binding on Field Trip, the Field Trip Shareholders (including Dissenting Shareholders), the Field Trip Warrantholders, the Field Trip Optionholders, the SpinCo Shareholders, and the SpinCo Optionholders at the Effective Time without any further act or formality as required on the part of any person, except as expressly provided herein.

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

  

ARTICLE 3

THE ARRANGEMENT

 

3.1The Arrangement.

 

Commencing at the Effective Time, each of the steps, events or transactions set out below shall, except for steps, events or transactions deemed to occur concurrently with other steps, events or transactions as set out below, occur and shall be deemed to occur consecutively in ten minute intervals in the following order (or in such other manner, order or times as Field Trip and SpinCo may agree in writing) without any further act or formality (notwithstanding anything contained in the provisions attaching to any of the securities of Field Trip or SpinCo), except as otherwise provided herein:

 

(a)Each Dissenting Share held by a Dissenting Shareholder shall be, and shall be deemed to have been, transferred by the holder thereof to, and acquired for cancellation, by Field Trip (free and clear of any Encumbrances), and:

 

(i)such Dissenting Shareholders shall cease to be holders of such Dissenting Shares and to have any rights as Field Trip Shareholders in respect of such Dissenting Shares, other than the right to be paid fair value for such Dissenting Shares by Field Trip in accordance with Article 5 of this Plan of Arrangement;

 

(ii)all such Dissenting Shares so transferred to Field Trip pursuant to this Section 3.1(a) shall be cancelled; and

 

(iii)such Dissenting Shareholders’ names shall be removed from the register of holders of Field Trip Shares maintained by or on behalf of Field Trip as it relates to the Dissenting Shares so transferred.

 

(b)The authorized share structure and Articles of Field Trip shall be amended to (i) change the name of Field Trip from “Field Trip Health Ltd.” to “Reunion Neuroscience Inc.”, or such other name as the Field Trip Board may determine, and (ii) re-name and re-designate the Field Trip Shares as “Class A common shares without par value”, being the Field Trip Class A Shares, and to create special rights and restrictions attached thereto to provide the holders thereof with two (2) votes in respect of each Field Trip Class A Share held, and, concurrently therewith, outside of and not as part of this Plan of Arrangement, the Field Trip Class A Shares will be represented for listing purposes on the TSX by the continued listing of the Field Trip Shares.

 

(c)In conjunction with the reorganization of the capital of Field Trip contemplated in this Section 3.1, the authorized share structure and Articles of Field Trip shall be amended to create and authorize the issuance of (in addition to the shares it is authorized to issue immediately before such amendment) an additional class of shares to be designated as “Common Shares without par value”, being the Reunion Shares, which shares shall be unlimited in number and have terms and special rights and restrictions identical to those of the Field Trip Shares immediately prior to giving effect to Section 3.1(b) of this Plan of Arrangement.

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

(d)To the extent any Field Trip Options are not already subject to the below terms, each Field Trip Option to acquire one (1) Field Trip Share outstanding immediately prior to this 3.1(d) shall be, and shall be deemed to be, simultaneously surrendered and transferred by the Optionee thereof to Field Trip (free and clear of any Encumbrances) and exchanged for, as the sole consideration therefor, one (1) Reunion Replacement Option to acquire one (1) Reunion Share having an exercise price (rounded up to the nearest cent) equal to the exercise price of the Field Trip Option so exchanged immediately before the exchange of such Field Trip Option multiplied by the proportion which the two day volume-weighted average trading price of a Reunion Share on the TSX on the first two trading days upon which the Reunion Shares trade on the TSX following the Effective Date is of the aggregate of the two day volume-weighted average trading price of a Reunion Share and SpinCo Share on the TSX or TSXV, as applicable, on the first two trading days upon which the Reunion Shares and SpinCo Shares trade on the TSX or TSXV, as applicable, following the Effective Date; and 0.85983356 of a SpinCo Option, with each whole SpinCo Option entitling the holder thereof to acquire one (1) SpinCo Share having an exercise price (rounded up to the nearest cent) equal to the exercise price of the Field Trip Option so exchanged immediately before the exchange of such Field Trip Option multiplied by the proportion which the two day volume-weighted average trading price of a Spinco Share on the TSXV on the first two trading days upon which the Spinco Shares trade on the TSXV following the Effective Date is of the aggregate of the two day volume-weighted average trading price of a Reunion Share and SpinCo Share on the TSX or TSXV, as applicable, on the first two trading days upon which the Reunion Shares and SpinCo Shares trade on the TSX or TSXV, as applicable following the Effective Date, provided that, for greater certainty:

 

(i)the exercise prices for such Reunion Replacement Option and SpinCo Option shall be adjusted to the extent required to ensure that (A) neither the aggregate In-the-Money Amount nor the aggregate Option Spread of the Reunion Replacement Option and 0.85983356 of the SpinCo Option immediately after the exchange exceeds the In-the-Money-Amount and Option Spread of the Field Trip Option so exchanged immediately before the exchange of such Field Trip Option and (B) solely in the case of Optionees who are U.S. taxpayers, the ratio of the exercise price to the Fair Market Value of the Reunion Share or SpinCo Share, as applicable, is not more favorable to the Optionee than the ratio of the exercise price to the Fair Market Value of a Field Trip Share immediately prior to the Effective Time;

 

(ii)the holder of a Reunion Replacement Option or SpinCo Option will receive no consideration other than the Reunion Replacement Option and SpinCo Option in respect of the transfer of the Field Trip Option pursuant to this Section 3.1(d);

 

(iii)no Reunion Replacement Option or SpinCo Option will be exercisable until after the date that is after five trading days following the date the Reunion Shares appear on the TSX’s publicly disseminated trading list;

 

(iv)the Options so transferred to Field Trip pursuant to this Section 3.1(d) shall be cancelled.

 

It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Field Trip Options and that, in the case of an Optionee subject to United States federal income taxation, such exchange also satisfy the relevant requirements of Section 409A or 424 of the United States Internal Revenue Code of 1986, as amended, and corresponding United States Treasury Regulations. Therefore, in the event that the aggregate In-the-Money Amount in respect of a Reunion Replacement Option and 0.85983356 of a SpinCo Option immediately after the exchange exceeds the Field Trip Option In-the-Money Amount in respect of the Field Trip Option so exchanged immediately before the exchange, the exercise price of the Reunion Replacement Option and/or the SpinCo Option will be adjusted accordingly with effect at and from the Effective Time to ensure that the aggregate of the Reunion Replacement Option In-the-Money Amount and the SpinCo In-the-Money Amount does not exceed the In-The Money Amount in respect of the Field Trip Option. The parties are authorized to make any amendments or adjustments to the Plan of Arrangement they consider necessary to satisfy subsection 7(1.4) of the Tax Act and sections 409A and 424 of the Internal Revenue Code.

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

(e)Pursuant to the reorganization of the capital of Field Trip contemplated in this Section 3.1, all Field Trip Class A Shares outstanding immediately after giving effect to Section 3.1(b) of this Plan of Arrangement shall be, and shall be deemed to be, simultaneously surrendered and transferred by the holder thereof to Field Trip (free and clear of any Encumbrances), and in sole exchange therefor Field Trip shall:

 

(i)issue to the Field Trip Shareholders one (1) Reunion Share for each Field Trip Class A Share so exchanged; and

 

(ii)subject to Section 3.2 of this Plan of Arrangement, distribute to the Field Trip Shareholders, as a reduction of stated capital and paid-up capital of the Field Trip Class A Shares, 0.85983356 of a SpinCo Share held by Field Trip (other than any SpinCo Share set aside pursuant to Section 5.3) for each Field Trip Class A Share so exchanged;

 

and:

 

(iii)such Field Trip Shareholders shall cease to be holders of such Field Trip Class A Shares or have any rights as holders of Field Trip Class A Shares and shall be removed from the register of holders of Field Trip Class A Shares maintained by or on behalf of Field Trip;

 

(iv)all such Field Trip Class A Shares so transferred to Field Trip pursuant to this Section 3.1(e) shall be cancelled;

 

(v)such Field Trip Shareholders’ names shall be added to the register of holders of Reunion Shares maintained by or on behalf of Field Trip;

 

(vi)Field Trip shall cease to be a holder of the SpinCo Shares distributed pursuant to Section 3.1(e)(ii) of this Plan of Arrangement and shall be removed, in respect of the SpinCo Shares so distributed, from the register of holders of SpinCo Shares maintained by or on behalf of SpinCo; and

 

(vii)such Field Trip Shareholders’ names shall be added as holders to the register of holders of SpinCo Shares maintained by or on behalf of SpinCo, and

 

in connection therewith, the balance in the capital account maintained by Field Trip in respect of the Field Trip Class A Shares shall be reduced to nil and the balance of the capital account maintained by Field Trip in respect of the Reunion Shares shall be increased by an amount equal to the “paid-up capital”(as determined for purposes of the Tax Act) of the Field Trip Class A Shares immediately prior to this Section 3.1(e) minus the fair market value of the SpinCo Shares distributed pursuant to this Section 3.1(e). For greater certainty, the exchange of Field Trip Class A Shares for Reunion Shares and the SpinCo Shares pursuant to this Section 3.1(e)is intended to be governed by Section 86 of the Tax Act.

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

(f)Concurrently with Section 3.1(e) of this Plan of Arrangement, each Field Trip Warrant outstanding immediately prior to this Section 3.1(f) shall be deemed to be simultaneously amended to entitle the Field Trip Warrantholder to receive, upon due exercise of the Field Trip Warrant, for the original exercise price:

 

(i)one (1) Reunion Share for each Field Trip Share that was issuable upon due exercise of the Field Trip Warrant immediately prior to this Section 3.1(f); and

 

(ii)0.85983356 of a SpinCo Share for each Field Trip Share that was issuable upon due exercise of a Field Trip Warrant immediately prior to this Section 3.1(f).

 

(g)The authorized share structure and Articles of Field Trip shall be amended by eliminating the Field Trip Class A Shares and deleting the special rights and restrictions attached thereto, such that, following such amendment, Field Trip will be authorized to issue an unlimited number of Reunion Shares.

 

(h)The Reunion Shares will be consolidated on the basis of one post-consolidation Reunion Share for a number between 1 and 5 pre-consolidation Reunion Shares, which number will be determined by Field Trip in advance of the Effective Date in its sole discretion.

 

3.2No Fractional Shares.

 

Notwithstanding any other provision of this Plan of Arrangement, (i) no fractional SpinCo Shares will be distributed by Field Trip pursuant to Section 3.1(e)(ii) of this Plan of Arrangement, and (ii) no fractional SpinCo Shares will be distributed by Field Trip or SpinCo upon the exercise of Field Trip Warrants, Reunion Options, or SpinCo Options following the Effective Time. If a Field Trip Shareholder, Field Trip Warrantholder, Field Trip Optionholder, or SpinCo Optionholder, as the case may be, would, but for this Section 3.2, otherwise be entitled under this Plan of Arrangement to receive a fractional Reunion Share or a fractional SpinCo Share, as applicable, the number of Reunion Shares or SpinCo Shares, as applicable, actually distributable to such Field Trip Shareholder, Field Trip Warrantholder, Field Trip Optionholder, or SpinCo Optionholder, as the case may be, shall, notwithstanding any other provision of this Plan of Arrangement or the certificate or instrument evidencing the Field Trip Warrants, be rounded down to the next lower whole number, and the fractional entitlement shall be cancelled without any compensation or other consideration therefor. For greater certainty, in calculating such fractional interests, all fractional entitlements of any particular Field Trip Shareholder, Field Trip Warrantholder, Field Trip Optionholder, or SpinCo Optionholder, as the case may be, shall be aggregated prior to rounding.

 

3.3Deemed Fully Paid and Non-Assessable Shares.

 

All Reunion Shares, Field Trip Class A Shares, and SpinCo Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the CBCA.

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

3.4Supplementary Actions.

 

Notwithstanding that the transactions and events set out in Section 3.1 shall occur and shall be deemed to occur in the chronological or concurrent order therein set out without any act or formality, each of Field Trip and SpinCo shall be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in Section 3.1, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor, any necessary additions to or deletions from share registers, and agreements for stock options.

 

3.5Withholding.

 

Each of Field Trip, SpinCo and the Depositary shall be entitled to deduct and withhold from any cash payment or any issue, transfer or distribution of Reunion Shares or SpinCo Shares made pursuant to this Plan of Arrangement such amounts as may be required to be deducted and withheld pursuant to the Tax Act or any other applicable law, and any amount so deducted and withheld will be deemed for all purposes of this Plan of Arrangement to be paid, issued, transferred or distributed to the person entitled thereto under the Plan of Arrangement, provided such amount is remitted to the appropriate governmental authority. Without limiting the generality of the foregoing, any Reunion Shares or SpinCo Shares so deducted and withheld may be sold on behalf of the person entitled to receive them for the purpose of generating cash proceeds, net of brokerage fees and other reasonable expenses, sufficient to satisfy all remittance obligations relating to the required deduction and withholding, and any cash remaining after such remittance shall be paid to the person forthwith.

 

3.6No Liens.

 

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any liens, restrictions, adverse claims or other claims of third parties of any kind.

 

3.7U.S. Securities Law Matters.

 

The Court is advised that the Arrangement will be carried out with the intention that the Reunion Shares, SpinCo Shares, Reunion Replacement Options and Spinco Options delivered or deemed to be delivered upon completion of the Arrangement to the Field Trip Shareholders, Field Trip Optionholders and Spinco Optionholders on completion of the Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act.

 

ARTICLE 4

CERTIFICATES

 

4.1Field Trip Class A Shares.

 

Recognizing that the Field Trip Shares shall be renamed and redesignated as Field Trip Class A Shares pursuant to Section 3.1(b) and that the Field Trip Class A Shares shall be exchanged for Reunion Shares pursuant to Section 3.1(e), Field Trip shall not issue replacement share certificates representing the Field Trip Class A Shares.

 

4.2SpinCo Share Certificates.

 

As soon as practicable following the Effective Date, Field Trip or SpinCo shall deliver or cause to be delivered to the Depositary certificates representing the SpinCo Shares required to be distributed to the registered Field Trip Shareholders as at immediately prior to the Effective Time in accordance with the provisions of Section 3.1(e) of this Plan of Arrangement, which certificates shall be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of Section 6.1hereof.

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

4.3Reunion Share Certificates.

 

As soon as practicable following the Effective Date, Field Trip shall deliver or cause to be delivered to the Depositary certificates representing the Reunion Shares required to be issued to registered Field Trip Shareholders as at immediately prior to the Effective Time in accordance with the provisions of Section 3.1(e) of this Plan of Arrangement, which certificates shall be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of Section 6.1 hereof.

 

4.4Interim Period.

 

Any Field Trip Shares traded after the Share Distribution Record Date will represent Reunion Shares as of the Effective Date and shall not carry any rights to receive SpinCo Shares.

 

ARTICLE 5

RIGHTS OF DISSENT

 

5.1Dissent Right.

 

Registered holders of Field Trip Shares may exercise Dissent Rights with respect to their Field Trip Shares in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in the Dissent Procedures, as they may be amended by the Interim Order, Final Order or any other order of the Court, and provided that such dissenting Shareholder delivers a written notice of dissent to Field Trip at least two (2) Business Days before the day of the Field Trip Meeting or any adjournment or postponement thereof.

 

5.2Dealing with Dissenting Shares.

 

Field Trip Shareholders who duly exercise Dissent Rights with respect to their Dissenting Shares and who:

 

(a)are ultimately entitled to be paid fair value for their Dissenting Shares by Field Trip shall be deemed to have transferred their Dissenting Shares to Field Trip for cancellation as of the Effective Time pursuant to Section 3.1(a); or

 

(b)for any reason are ultimately not entitled to be paid for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Field Trip Shareholder and shall receive Reunion Shares and SpinCo Shares on the same basis as every other non- dissenting Field Trip Shareholder,

 

but in no case shall Field Trip be required to recognize such persons as holding Field Trip Shares on or after the Effective Date.

 

5.3Reservation of SpinCo Shares.

 

If a Field Trip Shareholder exercises Dissent Rights, Field Trip shall, on the Effective Date, set aside and not distribute that portion of the SpinCo Shares which is attributable to the Field Trip Shares for which Dissent Rights have been exercised. If the dissenting Field Trip Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Field Trip shall distribute to such Field Trip Shareholder his or her pro rata portion of the SpinCo Shares. If a Field Trip Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Field Trip shall retain the portion of the SpinCo Shares attributable to such Field Trip Shareholder and such shares will be dealt with as determined by the Field Trip Board in its discretion.

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

ARTICLE 6

DELIVERY OF SHARES

 

6.1Delivery of Shares.

 

(a)Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Field Trip Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate representing the Reunion Shares and a certificate representing the SpinCo Shares that such holder is entitled to receive in accordance with Section 3.1 hereof.

 

(b)After the Effective Time and until surrendered for cancellation as contemplated by Section 6.1(a) hereof, each certificate that immediately prior to the Effective Time represented one or more Field Trip Shares shall be deemed at all times to represent only the right to receive in exchange therefor a certificate representing the Reunion Shares and a certificate representing the SpinCo Shares that such holder is entitled to receive in accordance with Section 3.1 hereof.

 

6.2Lost Certificates.

 

If any certificate that immediately prior to the Effective Time represented one or more outstanding Field Trip Shares that were exchanged for Reunion Shares and SpinCo Shares in accordance with Section 3.1 hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, the Reunion Shares and SpinCo Shares that such holder is entitled to receive in accordance with Section 3.1 hereof. When authorizing such delivery of Reunion Shares and SpinCo Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such securities are to be delivered shall, as a condition precedent to the delivery of such Reunion Shares and SpinCo Shares, give a bond satisfactory to Field Trip, SpinCo and the Depositary in such amount as Field Trip, SpinCo and the Depositary may direct, or otherwise indemnify Field Trip, SpinCo and the Depositary in a manner satisfactory to Field Trip, SpinCo and the Depositary, against any claim that may be made against Field Trip, SpinCo or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the Articles of Field Trip.

 

6.3Distributions with Respect to Unsurrendered Certificates.

 

No dividend or other distribution declared or made after the Effective Time with respect to Reunion Shares or SpinCo Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Field Trip Shares unless and until the holder of such certificate shall have complied with the provisions of Section 6.1 or Section 6.2 hereof. Subject to applicable law and to Section 3.5 hereof, at the time of such compliance, there shall, in addition to the delivery of the Reunion Shares and SpinCo Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Reunion Shares and/or SpinCo Shares, as applicable.

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

6.4Limitation and Proscription.

 

To the extent that a former Field Trip Shareholder shall not have complied with the provisions of Section 6.1 or Section 6.2 hereof, as applicable, on or before the date that is six (6) years after the Effective Date (the “Final Proscription Date”), then the Reunion Shares and SpinCo Shares that such former Field Trip Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the Reunion Shares and SpinCo Shares to which such Field Trip Shareholder was entitled, shall be delivered to SpinCo (in the case of the SpinCo Shares) or Field Trip (in the case of the Reunion Shares) by the Depositary and certificates representing such Reunion Shares and SpinCo Shares shall be cancelled by Field Trip and SpinCo, as applicable, and the interest of the former Field Trip Shareholder in such Reunion Shares and SpinCo Shares or to which it was entitled shall be terminated as of such Final Proscription Date. For greater certainty, any amounts for dividends or distributions related to such Reunion Shares and SpinCo Shares being held by the Depositary in accordance with Section 6.3 shall be surrendered and returned to Reunion or SpinCo, as applicable, without interest concurrent with the cancellation of any entitlement to receive such Reunion Shares and SpinCo Shares pursuant to this Section 6.4.

 

6.5Paramountcy.

 

From and after the Effective Time: (i) this Plan of Arrangement shall take precedence and priority over any and all Field Trip Shares, Field Trip Warrants and Field Trip Options issued prior to the Effective Time; and (ii) the rights and obligations of the registered holders of Field Trip Shares, Field Trip Warrants, Field Trip Options, SpinCo, the Depositary and any transfer agent or other depositary therefor, shall be solely as provided for in this Plan of Arrangement.

 

ARTICLE 7

AMENDMENTS & WITHDRAWAL

 

7.1Amendments.

 

Field Trip and SpinCo reserve the right to amend, modify and/or supplement this Plan of Arrangement from time to time at any time prior to the Effective Time provided that any such amendment, modification or supplement must be contained in a written document that is filed with the Court and, if made following the Field Trip Meeting, approved by the Court.

 

7.2Amendments Made Prior to or at the Field Trip Meeting.

 

Any amendment, modification or supplement to this Plan of Arrangement, if agreed upon by Field Trip and SpinCo, may be proposed by Field Trip and SpinCo at any time prior to or at the Field Trip Meeting with or without any prior notice or communication, and if so proposed and accepted by the Field Trip Shareholders voting at the Field Trip Meeting, shall become part of this Plan of Arrangement for all purposes.

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

7.3Amendments Made After the Field Trip Meeting.

 

Any amendment, modification or supplement to this Plan of Arrangement, if agreed upon by Field Trip and SpinCo, may be proposed by Field Trip and SpinCo after the Field Trip Meeting but prior to the Effective Time and any such amendment, modification or supplement which is approved by the Court following the Field Trip Meeting shall be effective and shall become part of the Plan of Arrangement for all purposes. Notwithstanding the foregoing, any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order unilaterally by Field Trip, provided that it concerns a matter which, in the reasonable opinion of Field Trip and SpinCo, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any Field Trip Shareholder, SpinCo Shareholder, or holder of Field Trip Warrants.

 

7.4Withdrawal.

 

Notwithstanding any prior approvals by the Court or by the Field Trip Shareholders, the Field Trip Board may decide not to proceed with the Arrangement and to revoke the Arrangement Resolution at any time prior to the Effective Time, without further approval of, or notice to, the Court or the Field Trip Shareholders.

 

[Remainder of page intentionally left blank.]

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

SCHEDULE “A”

 

ARRANGEMENT RESOLUTION

 

BE IT RESOLVED, AS A SPECIAL RESOLUTION THAT:

 

1.The arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act (the “CBCA”) involving Field Trip Health Ltd., a corporation incorporated pursuant to the federal laws of Canada (“Field Trip”), its shareholders and Field Trip Health & Wellness Ltd., a corporation incorporated pursuant to the federal laws of Canada (“SpinCo”), all as more particularly described and set forth in the management information circular (the “Information Circular”) of Field Trip dated •, 2022 accompanying the notice of meeting (as the Arrangement may be, or may have been, modified or amended in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement, each as defined below), be and is hereby authorized, approved and adopted.

 

2.The plan of arrangement (the “Plan of Arrangement”), implementing the Arrangement, the full text of which is appended to the Information Circular (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), be and is hereby authorized, approved and adopted.

 

3.The amended and restated arrangement agreement (the “Arrangement Agreement”) between Field Trip and SpinCo dated May 18, 2022 and all the transactions contemplated therein, the actions of the directors of Field Trip in approving the Arrangement and the actions of the directors and officers of Field Trip in executing and delivering the Arrangement Agreement and any amendments thereto, be and are hereby confirmed, ratified, authorized and approved.

 

4.Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by the shareholders of Field Trip or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of Field Trip be and are hereby authorized and empowered, without further notice to, or approval of, the shareholders of Field Trip:

 

(a)to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; and

 

(b)subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).

 

5.Any one director or officer of Field Trip be and is hereby authorized and directed, for and on behalf and in the name of Field Trip, to execute and deliver, whether under the corporate seal of Field Trip or otherwise, all such deeds, instruments, assurances, agreements, forms, waivers, notices, certificates, confirmations and other documents and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:

 

(a)all actions required to be taken by or on behalf of Field Trip, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and

  

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

Page 2

 

(b)the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Field Trip;

 

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.”

 

 

 

 

Electronically issued / Délivré par voie électronique : 29-Jun-2022  Court File No./N° du dossier du greffe : CV-22-00681073-00CL
Toronto Superior Court of Justice / Cour supérieure de justice   

 

IN THE MATTER OF AN APPLICATION under section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended

AND IN THE MATTER OF AN APPLICATION under Rule 14.05(2) of the Rules of Civil Procedure

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF FIELD TRIP HEALTH LTD. 

 

FIELD TRIP HEALTH LTD.

Applicant

 

Court File No. CV-22-00681073-00CL

   
  ONTARIO
  SUPERIOR COURT OF JUSTICE
  (COMMERCIAL LIST)
   
  PROCEEDING COMMENCED AT
  TORONTO
   
   
  FINAL ORDER
   
   
  BENNETT JONES LLP
  3400 One First Canadian Place
  P.O. Box 130
  Toronto ON M5X 1A4
   
  Alan Gardner (#41479N)
  Telephone: (416) 777-6231
  Email: gardnera@bennettjones.com
   
  Joseph N. Blinick (#64325B)
  Telephone: (416) 777-4828 
  Email: blinickj@bermettjones.com 
     
  Fax: (416) 863-1716
   
  Lawyers for the Applicant/Moving Party,
  Field Trip Health Ltd.

 

 

 

 

GRAPHIC

Certificate of Amendment Loi canadienne sur les sociétés par actions Canada Business Corporations Act Certificat de modification Field Trip Health Ltd. 1238483-3 Corporate name / Dénomination sociale Corporation number / Numéro de société Raymond Edwards Date of amendment (YYYY-MM-DD) Date de modification (AAAA-MM-JJ) Director / Directeur 2020-10-05 I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment. JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de l’article 178 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes.

GRAPHIC

Form 4 Canada Business Corporations Act (CBCA) (s. 27 or 177) Formulaire 4 Loi canadienne sur les sociétés par actions (LCSA) (art. 27 ou 177) Articles of Amendment Clauses modificatrices Corporate name Dénomination sociale 1 Field Trip Health Ltd. Corporation number Numéro de la société 2 1238483-3 The articles are amended as follows Les statuts sont modifiés de la façon suivante 3 ON The corporation changes the province or territory in Canada where the registered office is situated to: La province ou le territoire au Canada où est situé le siège social est modifié pour : Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250 (1) of the CBCA). Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA). You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049. Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049. Ronan Levy 416-505-0929 Ronan Levy Original signed by / Original signé par 4 Declaration: I certify that I am a director or an officer of the corporation. Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société. IC 3069 (2008/04)

GRAPHIC

Certificate of Continuance Loi canadienne sur les sociétés par actions Canada Business Corporations Act Certificat de prorogation Field Trip Health Ltd. 1238483-3 Corporate name / Dénomination sociale Corporation number / Numéro de société Raymond Edwards Date of Continuance (YYYY-MM-DD) Date de prorogation (AAAA-MM-JJ) Director / Directeur 2020-10-01 JE CERTIFIE que la société susmentionnée, dont les clauses de prorogation sont jointes, est prorogée en vertu de l’article 187 de la Loi canadienne sur les sociétés par actions (LCSA). I HEREBY CERTIFY that the above-named corporation, the articles of continuance of which are attached, is continued under section 187 of the Canada Business Corporations Act (CBCA).

GRAPHIC

Form 11 Formulaire 11 Articles of Continuance Clauses de prorogation Canada Business Corporations Act (CBCA) (s. 187) Loi canadienne sur les sociétés par actions (LCSA) (art. 187) Field Trip Health Ltd. AB See attached schedule / Voir l’annexe ci-jointe None None Not Applicable / Sans objet See attached schedule / Voir l’annexe ci-jointe 1 3 4 5 7 8 Corporate name Dénomination sociale The province or territory in Canada where the registered office is situated La province ou le territoire au Canada où est situé le siège social The classes and the maximum number of shares that the corporation is authorized to issue Catégories et le nombre maximal d’actions que la société est autorisée à émettre Restrictions on share transfers Restrictions sur le transfert des actions Minimum and maximum number of directors Nombre minimal et maximal d’administrateurs Restrictions on the business the corporation may carry on Limites imposées à l’activité commerciale de la société If change of name effected, previous name S’il y a changement de dénomination sociale, indiquer la dénomination sociale antérieure Details of incorporation Détails de la constitution Other Provisions Autres dispositions Min. 3 Max. 15 See attached schedule / Voir l’annexe ci-jointe 6 2 (2) (1) Joseph del Moral 9 Original signed by / Original signé par Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société se prorogeant sous le régime de la LCSA. Declaration: I certify that I am a director or an officer of the company continuing into the CBCA. Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250(1) of the CBCA). Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA). You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049. Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049. IC 3247 (2008/04) Joseph del Moral

 

SCHEDULE OF SHARE CAPITAL

 

The Corporation is authorized to issue:

 

(a) One class of shares, to be designated as “Common Shares”, in an unlimited number; and

 

(b) One class of shares, to be designated as “Preferred Shares”, issuable in series, in an unlimited number;

 

such shares having attached thereto the following rights, privileges, restrictions and conditions:

 

1. Common Shares

 

The Common Shares shall have attached thereto the following rights, privileges, restrictions and conditions:

 

(i) the right to one vote at all meetings of shareholders of the Corporation, except meetings at which only holders of a specified class of shares are entitled to vote;

 

(ii) subject to the prior rights and privileges attaching to any other class of shares of the Corporation, the right to receive any dividend declared by the Corporation; and

 

(iii) subject to the prior rights and privileges attaching to any other class of shares of the Corporation, the right to receive the remaining property and assets of the Corporation upon dissolution.

 

2. Preferred Shares

 

The Preferred Shares shall have attached thereto the following rights, privileges, restrictions and conditions:

 

(i) the Preferred Shares may at any time and from time to time be issued in one or more series, each series to consist of such number of shares as may, before the issue thereof, be determined by resolution of the directors of the Corporation; and

 

(ii) subject to the provisions of the Canada Business Corporations Act, the directors of the Corporation may by resolution fix from time to time before the issue thereof the designation, rights, privileges, restrictions and conditions attaching to each series of the Preferred Shares.

 

 

 

 

SCHEDULE OF OTHER PROVISIONS

 

The directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual general meeting, but the number of additional directors shall not at any time exceed 1/3 of the number of directors who held office at the expiration of the last annual meeting of the Corporation.

 

 

 

 

Exhibit 4.2

 

 

REUNION NEUROSCIENCE INC.

 

BY-LAW NO. 1

 

 

ii

 

TABLE OF CONTENTS

 

Page

 

DEFINITIONS 1
   
1. Definitions 1
     
REGISTERED OFFICE 1
   
2. Registered Office 1
     
SEAL 2
   
3. Seal 2
     
DIRECTORS 2
   
4. Number 2
5. Vacancies 2
6. Powers 2
7. Duties 2
8. Qualification 2
9. Election/Term of Office 3
10. Consent to Election 3
11. Removal 3
12. Vacancy of Office 3
13. Validity of Acts 4
     
MEETINGS OF DIRECTORS 4
   
14. Regular and Special Purpose Meetings 4
15. Notice 4
16. Waiver of Notice 5
17. Omission of Notice 5
18. Electronic, Telephone Participation, Etc. 5
19. Adjournment 5
20. Quorum and Voting 5
21. Resolution in Lieu of Meeting 6
     
COMMITTEES OF DIRECTORS 6
   
22. General 6
23. Audit Committee 7
     
REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES 7
   
24. Remuneration of Directors, Officers and Employees 7
     
SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL 8
   
25. Submission of Contracts or Transactions to Shareholders for Approval 8
     
CONFLICT OF INTEREST 8
   
26. Conflict of Interest 8
     
FOR THE PROTECTION OF DIRECTORS AND OFFICERS 9
   
27. For the Protection of Directors and Officers 9
     
INDEMNITIES TO DIRECTORS AND OTHERS 9
   
28. Indemnities to Directors and Others 9
     
OFFICERS 10
   
29. Appointment of Officers 10
30. Removal of Officers and Vacancy of Office 10

 

 

iii

 

TABLE OF CONTENTS

(continued)

 

Page

 

31. Chair of the Board 11
32. Chief Executive Officer 11
33. President 11
34. Vice-President 11
35. Secretary 11
36. Treasurer 12
37. Managing Director 12
38. Duties of Officers may be Delegated 12
39. Agents and Attorneys 12
     
SHAREHOLDERS’ MEETINGS 12
   
40. Annual Meeting 12
41. Special Meetings 12
42. Meeting on Requisition of Shareholders 13
43. Participation in Meetings by Electronic Means 13
44. Meetings held by Electronic Means 13
45. Notice 13
46. Waiver of Notice 13
47. Omission of Notice 13
48. Record Dates 14
49. Chair of the Meeting 14
50. Votes 14
51. Electronic Voting 15
52. Right to Vote 15
53. Proxies 16
54. Conduct of Meeting 16
55. Adjournment 16
56. Quorum 16
57. Persons Entitled to be Present 17
58. Resolution in Lieu of Meeting 17
     
SHARES AND TRANSFERS 17
   
59. Issuance 17
60. Security Certificates 17
61. Agent 17
62. Dealings with Registered Holder 18
63. Surrender of Security Certificates 18
64. Defaced, Destroyed, Stolen or Lost Security Certificates 18
65. Enforcement of Lien for Indebtedness 18
66. Electronic, Book-Based or Other Non-Certificated Registered Positions 19
     
DIVIDENDS 19
   
67. Dividends 19
68. Joint Shareholders 19
69. Dividend Payments 19
     
VOTING SECURITIES IN OTHER BODIES CORPORATE 20
   
70. Voting Securities in Other Bodies Corporate 20
     
NOTICES, ETC. 20
   
71. Service 20

 

 

iv

 

TABLE OF CONTENTS

(continued)

 

Page

 

72. Failure to Locate Shareholder 21
73. Notice to Joint Shareholders 21
74. Persons Becoming Entitled by Operation of Law 21
75. Signatures upon Notices 21
76. Computation of Time 21
77. Proof of Service 21
     
CUSTODY OF SECURITIES 21
   
78. Custody of Securities 21
     
EXECUTION OF CONTRACTS, ETC. 22
   
79. Execution of Contracts, etc. 22
     
FISCAL PERIOD 22
   
80. Fiscal Period 22
     
DELIVERY OF DOCUMENTS 23
   
81. Delivery of Documents 23
     
BORROWING MONEY, ETC. 23
   
82. Borrowing Money, etc. 23
     
ADVANCED NOTICE PROVISIONS 23
   
83. Nomination Procedures 23
84. Timely Notice 24
85. Manner of Timely Notice 24
86. Proper Form of Notice 25
87. Notice to be Updated 26
88. Eligibility for Nomination as a Director 26
89. Delivery of Notice 27
90. Board Discretion 27

 

 

1

 

BY-LAW NO. 1

 

A by-law relating generally to the conduct of the business and affairs of Reunion Neuroscience Inc. (the “Corporation”) is made as follows:

 

DEFINITIONS

 

1.              Definitions

 

In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:

 

(a)Actmeans the Canada Business Corporations Act and the regulations made thereunder, as from time to time amended, and in the case of such amendment any reference in the by-laws shall be read as referring to the amended provisions thereof;

 

(b)Applicable Securities Lawsmeans the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each relevant province and territory of Canada;

 

(c)boardmeans the board of directors of the Corporation;

 

(d)by-lawsmeans this by-law and all other by-laws of the Corporation from time to time in force and effect; and

 

(e)Chairor “Chairperson” means chairperson of the board.

 

(f)close of businessmeans 5:00 p.m. (Toronto time) on a business day in Toronto, Ontario.

 

(g)public announcementmeans disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com

 

All terms used in the by-laws that are defined in the Act and are not otherwise defined in the by-laws shall have the meanings given to such terms in the Act. Words importing the singular number include the plural and vice versa and words importing the use of any gender include all genders, including the neutral gender “it”. The headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

 

REGISTERED OFFICE

 

2.              Registered Office

 

The Corporation shall at all times have a registered office in the province in Canada specified in its articles. The board may, in its discretion, change the place and address of the registered office within the province specified in its articles.

 

 

2

 

SEAL

 

3.              Seal

 

The directors may by resolution from time to time adopt and change a corporate seal of the Corporation.

 

DIRECTORS

 

4.              Number

 

The number of directors shall be the number fixed by the articles or, where the articles specify a variable number, the board shall be comprised of the number of directors elected by the shareholders at the annual meeting or, subject to subsection 106(8) of the Act, by resolution of the board between annual meetings. At least 25% of the directors of the Corporation, or such other number of directors (if any) as may be prescribed by the Act from time to time, shall be resident Canadians. If the Corporation has less than four directors, at least one director shall be a resident Canadian.

 

5.              Vacancies

 

Subject to section 111 of the Act, a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number, or minimum or maximum number, of directors, or from a failure to elect the number, or minimum number of directors, provided for in the articles. If there is not a quorum of directors, or if there has been a failure to elect the number or minimum number of directors provided for in the articles, the directors then in office shall call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.

 

A director appointed or elected to fill a vacancy holds office for the unexpired term of his or her predecessor.

 

6.              Powers

 

The directors shall manage, or supervise the management of, the business and affairs of the Corporation and may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, and are not expressly directed or required to be done in some other manner by the Act, the articles, the by-laws, any special resolution of the shareholders of the Corporation or by statute.

 

7.              Duties

 

Every director and officer of the Corporation, in exercising his or her powers and discharging his or her duties, shall:

 

(a)act honestly and in good faith with a view to the best interests of the Corporation; and

 

(b)exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

 

8.              Qualification

 

The following persons are disqualified from being a director of the Corporation:

 

(a)anyone who is less than 18 years of age;

 

 

3

 

(b)anyone who is incapable;

 

(c)a person who is not an individual; and

 

(d)a person who has the status of bankrupt.

 

A director of the Corporation is not required to hold shares issued by the Corporation.

 

9.              Election/Term of Office

 

Subject to sections 106 and 107 of the Act, the shareholders of the Corporation shall at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term expiring not later than the close of the first annual meeting of shareholders following the election. A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following his or her election but, if qualified, is eligible for re-election. Notwithstanding the foregoing, if directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected.

 

If a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles by reason of the lack of consent, disqualification, incapacity or death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.

 

10.            Consent to Election

 

A person who is elected or appointed as a director is not a director unless such person was present at the meeting when the person was elected or appointed and did not refuse to act as a director, or if the person was not present at the meeting when the person was elected or appointed, the person consented to act as a director in writing before the person’s election or appointment or within 10 days after it, or the person has acted as a director pursuant to the election or appointment.

 

11.            Removal

 

Subject to subsection 107(g) of the Act, the shareholders of the Corporation may, by ordinary resolution at a special meeting, remove any director from office before the expiration of his or her term of office, and may elect any person in his or her stead for the remainder of the director’s term. Notwithstanding the foregoing sentence, where the holders of any class or series of shares of the Corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

 

12.            Vacancy of Office

 

A director of the Corporation ceases to hold office when:

 

(a)            the director dies or resigns;

 

(b)            the director is removed from office; or

 

(c)            the director becomes disqualified under Section 105(1) of the Act.

 

A resignation of a director becomes effective at the time a written resignation is sent to the Corporation or at the time specified in the resignation, whichever is later.

 

 

4

 

13.            Validity of Acts

 

An act of a director or officer is valid notwithstanding an irregularity in the director’s or officer’s election or appointment or a defect in the director’s or officer’s qualification.

 

MEETINGS OF DIRECTORS

 

14.            Regular and Special Purpose Meetings

 

Unless the articles otherwise provide, meetings of directors and of any committee of directors may be held at any place. A meeting of directors may be convened by the Chair (if any), the Chief Executive Officer (if any) or any director at any time. The Secretary (if any) or any other officer or any director shall, as soon as reasonably practicable following receipt of a direction from any of the foregoing, send a notice of the applicable meeting to the directors.

 

15.            Notice

 

Notice of the time and place for the holding of any meeting of directors or of any committee of directors shall be sent to each director, or each director who is a member of such committee, as the case may be, not less than 48 hours before the time of the meeting; provided that a meeting of directors or of any committee of directors may be held at any time without notice if all of the directors or members of such committee are present (except where a director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all the absent directors waive notice of the meeting. The notice of a meeting of directors shall specify any of the following matters that are to be dealt with at the meeting, but need not otherwise specify the purpose or the business to be transacted at the meeting:

 

(a)submitting to the shareholders any question or matter requiring the approval of the shareholders;

 

(b)filling a vacancy among the directors or in the office of auditor, or appointing additional directors;

 

(c)issuing securities;

 

(d)issuing shares of a series under section 27 of the Act;

 

(e)declaring dividends;

 

(f)purchasing, redeeming or otherwise acquiring shares issued by the Corporation;

 

(g)paying a commission referred to in section 41 of the Act;

 

(h)approving a management proxy circular;

 

(i)approving a take-over bid circular or directors’ circular;

 

(j)approving any financial statements referred to in section 155 of the Act; or

 

(k)adopting, amending or repealing by-laws of the Corporation.

 

 

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16.            Waiver of Notice

 

Notice of any meeting of directors or of any committee of directors, or the time for the giving of any such notice or any irregularity in any meeting or in the notice thereof, may be waived by any director in writing or by email or other form of electronic transmission addressed to the Corporation, or in any other manner, and any such waiver may be validly given either before or after the meeting to which such waiver relates. Attendance of a director at any meeting of directors or of any committee of directors is a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

 

17.            Omission of Notice

 

The accidental omission to give notice of any meeting of directors or of any committee of directors to, or the non-receipt of any notice by, any person shall not invalidate any resolution passed, or any proceeding taken, at such meeting.

 

18.            Electronic, Telephone Participation, Etc.

 

If all of the directors of the Corporation consent, a director may participate in a meeting of directors, or of any committee of directors, by means of telephonic, electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other during the meeting. A director’s consent shall be effective whether given before or after the meeting to which it relates, and may be given with respect to all meetings of the board or a committee thereof held while the director holds office. A director participating in such a meeting by such means is deemed, for the purposes of the Act and the by-laws, to be present at that meeting.

 

19.            Adjournment

 

Any meeting of directors or of any committee of directors may be adjourned from time to time by the chair of the meeting, with the consent of the meeting, to a fixed time and place. Notice of an adjourned meeting of directors, or committee of directors, is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at the adjourned meeting that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

 

20.            Quorum and Voting

 

A majority of the number of directors then in office constitutes a quorum at any meeting of directors. Notwithstanding any vacancy among the directors, a quorum of directors may exercise all of the powers of the directors. Subject to section 111 of the Act and subsections 114 (3) and (4) of the Act, directors shall not transact business at a meeting of directors unless a quorum is present and at least 25% of the directors present are resident Canadians. Questions arising at any meeting of directors shall be decided by a majority of votes. In the case of an equality of votes, the chair of the meeting in addition to his or her original vote shall not have a second or casting vote.

 

 

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21.            Resolution in Lieu of Meeting

 

A resolution in writing, signed by all of the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors. A resolution in writing dealing with all matters required by the Act or the by-laws to be dealt with at a meeting of directors, and signed by all the directors entitled to vote at that meeting, satisfies all the requirements of the Act and the by-laws relating to meetings of directors.

 

COMMITTEES OF DIRECTORS

 

22.            General

 

The directors may from time to time appoint from their numbers one or more committees of directors, and may delegate any such managing director or committee any of the powers of the directors, except that no committee shall have the authority to:

 

(a)submit to the shareholders any question or matter requiring the approval of the shareholders;

 

(b)fill a vacancy among the directors or in the office of auditor, or appoint additional directors;

 

(c)issue securities, except as authorized by the directors;

 

(d)issue shares of a series under section 27 of the Act, except as authorized by the directors;

 

(e)declare dividends;

 

(f)purchase, redeem or otherwise acquire shares issued by the Corporation;

 

(g)pay a commission referred to in section 41 of the Act, except as authorized by the directors;

 

(h)approve a management proxy circular;

 

(i)approve a take-over bid circular or directors’ circular;

 

(j)approve any financial statements referred to in section 155 of the Act;

 

(k)adopt, amend or repeal by-laws of the Corporation; or

 

(1)exercise any other power which, under the Act, a managing director or committee of directors has no authority to exercise.

 

Notwithstanding the foregoing, the directors may, by resolution, delegate to a committee of directors, or an officer of the Corporation, the power to:

 

(i)borrow money on the credit of the Corporation;

 

(ii)issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;

 

 

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(iii)give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and

 

(iv)mortgage, hypothecate, pledge, or otherwise create a security interest in, all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

 

23.            Audit Committee

 

The directors shall appoint from among their number an audit committee to be composed of not fewer than three directors, a majority of whom are not officers or employees of the Corporation or any of its affiliates and a majority of whom must be independent and financially literate directors as defined in National Instrument 52-110 – Audit Committees (“NI 52-110”). At any time when the Corporation is not a “distributing corporation”, the directors may (but shall not be required to) appoint from among their number an audit committee to be composed of not fewer than three directors, a majority of whom are not officers or employees of the Corporation or any of its affiliates and a majority of whom must be independent and financially literate directors as defined in NI 52-110.

 

Each member of the audit committee shall be appointed by the board annually, and from time to time to fill vacancies, as required. A committee member may be removed or replaced at any time at the discretion of the board and will cease to be a member of the committee on ceasing to be an independent director.

 

The audit committee, if appointed, shall have the power to fix its quorum at not less than a majority of its members, and to determine its own rules of procedure, subject to any requirements imposed by the board from time to time and to the following paragraph.

 

The auditor of the Corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the Corporation, to attend and be heard thereat, and, if so requested by a member of the audit committee, attend every meeting of the committee held during the term of office of the auditor. The auditor of the Corporation or any member of the audit committee may call a meeting of the audit committee.

 

The audit committee, if appointed, shall review the financial statements of the Corporation referred to in section 155 of the Act prior to approval thereof by the board, and shall have such other powers and duties as may from time to time by resolution be assigned to it by the board.

 

REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES

 

24.            Remuneration of Directors, Officers and Employees

 

The directors of the Corporation may fix the remuneration of the directors, officers and employees of the Corporation. Any remuneration paid to a director of the Corporation shall be in addition to the salary paid to such director in his or her capacity as an officer or employee of the Corporation. Subject to section 120 of the Act, the directors may also, by resolution, award special remuneration to any director in undertaking any special services on the Corporation’s behalf, other than the routine work ordinarily required of a director of the Corporation. The confirmation of any such resolution by the shareholders shall not be required. The directors, officers and employees of the Corporation shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Corporation.

 

 

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SUBMISSION OF CONTRACTS OR
TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL

 

25.            Submission of Contracts or Transactions to Shareholders for Approval

 

The directors, in their discretion, may submit any contract, act or transaction for approval, ratification or confirmation at any annual meeting of the shareholders or at any special meeting of the shareholders called for the purpose of considering the same, and any contract, act or transaction that shall be approved, ratified or confirmed by resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or other applicable law or by the Corporation’s articles or any other by-law), shall be as valid and as binding upon the Corporation, and upon all the shareholders, as though it had been approved, ratified and/or confirmed by every shareholder of the Corporation.

 

CONFLICT OF INTEREST

 

26.            Conflict of Interest

 

A director or an officer of the Corporation shall disclose to the Corporation, in writing or by requesting to have it entered in the minutes of meetings of directors or of meetings of committees of directors at the time and in the manner provided in the Act, the nature and extent of any interest that he or she has in any material contract or material transaction, whether made or proposed, with the Corporation, if the director or officer:

 

(a)is a party to the contract or transaction;

 

(b)is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or

 

(c)has a material interest in a party to the contract or transaction.

 

Except as provided in the Act, no such director of the Corporation shall vote on any resolution to approve such contract or transaction. A contract or transaction for which disclosure is required is not invalid, and the director or officer is not accountable to the Corporation or its shareholders for any profit realized from the contract or transaction, because of the director’s or officer’s interest in the contract or transaction, or because the director was present or was counted to determine whether a quorum existed at the meeting of directors or committee of directors that considered the contract or transaction, if:

 

(a)the director or officer disclosed his or her interest in accordance with the provisions of the Act;

 

(b)the contract or transaction was approved by the directors; and

 

(c)it was reasonable and fair to the Corporation when it was approved.

 

Even if the foregoing conditions are not met, a director or officer, acting honestly and in good faith, is not accountable to the Corporation or to its shareholders for any profit realized from a contract or transaction for which disclosure is required, and the contract or transaction is not invalid by reason only of the interest of the director or officer in the contract or transaction, if:

 

 

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(a)the contract or transaction is approved or confirmed by special resolution at a meeting of the shareholders;

 

(b)disclosure of the interest was made to the shareholders in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and

 

(c)the contract or transaction was reasonable and fair to the Corporation when it was approved or confirmed.

 

FOR THE PROTECTION OF DIRECTORS AND OFFICERS

 

27.            For the Protection of Directors and Officers

 

No director or officer of the Corporation shall be liable to the Corporation for the acts, receipts, neglects or defaults of any other director, officer or employee of the Corporation, or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation, or for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of, or belonging to, the Corporation shall be placed out or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, including any person with whom or which any monies, securities or effects shall be lodged or deposited, or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Corporation, or for any other loss, damage or misfortune, whatever that may happen in the execution of the duties of such director’s or officer’s respective office of trust or in relation thereto, unless the same shall happen by or through the director’s or officer’s failure to exercise the powers, and to discharge the duties, of office honestly and in good faith, with a view to the best interests of the Corporation, and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, provided that nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or relieve such director or officer from liability under the Act. If any director or officer of the Corporation shall be employed by, or shall perform services for, the Corporation, otherwise than as a director or officer, or shall be a member of a firm, or a shareholder, director or officer of a body corporate, which is employed by or performs services for the Corporation, the fact that the director or officer is a shareholder, director or officer of the Corporation, or body corporate or member of the firm, shall not disentitle such director or officer, or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

 

INDEMNITIES TO DIRECTORS AND OTHERS

 

28.            Indemnities to Directors and Others

 

(a)The Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, any other individual who acts or acted at the Corporation’s request as a director or officer, any individual acting in a similar capacity of another entity, or any other individual permitted by the Act to be so indemnified, in the manner and to the fullest extent permitted by the Act. Without limiting the generality of the foregoing, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, any other individual who acts or acted at the Corporation’s request as a director or officer, or any individual acting in a similar capacity of another entity, against all costs, charges and expenses, including costs reasonably incurred in the defence of an action or proceeding and an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.

 

 

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(b)The Corporation shall advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in Section 28(a). The individual shall repay the moneys if the individual does not fulfill the conditions of Section 28(c).

 

(c)The Corporation shall not indemnify an individual under Section 28(a) unless the individual:

 

(i)acted honestly and in good faith, with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and

 

(ii)in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual’s conduct was lawful.

 

(d)The Corporation shall, with the approval of a court, indemnify an individual referred to in Section 28(a), or advance moneys under Section 28(b), in respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual’s association with the Corporation or other entity as described in Section 28(a), against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the conditions set out in Section 28(c).

 

(e)The Corporation may purchase and maintain insurance for the benefit of any individual referred to in Section 28(a) to the extent permitted by the Act.

 

OFFICERS

 

29.            Appointment of Officers

 

The directors, annually, or as often as may be required, may appoint from among themselves a Chair (either on a full-time or part-time basis), and may appoint a Chief Executive Officer, a President, one or more Vice-Presidents (to which title may be added words indicating seniority or function), a Secretary, a Treasurer and one or more assistants to any of the officers so appointed. None of such officers except the Chair needs to be a director of the Corporation, although a director may be appointed to any office of the Corporation. Two or more offices of the Corporation may be held by the same person. The directors may, from time to time, appoint such other officers, employees and agents as they shall deem necessary, who shall have such authority and shall perform such functions and duties as may from time to time be prescribed by resolution of the directors. The directors may, from time to time, and subject to the provisions of the Act, vary, add to or limit the duties and powers of any officer, employee or agent of the Corporation.

 

30.            Removal of Officers and Vacancy of Office

 

All officers, employees and agents shall be subject to removal by resolution of the directors at any time, with or without cause.

 

 

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An officer of the Corporation ceases to hold office when such officer dies, resigns or is removed from office. A resignation of an officer becomes effective at the time a written resignation is sent to the Corporation, or at the time specified in the resignation, whichever is later.

 

31.            Chair of the Board

 

The Chair of the board, if any, shall, if present, preside as chair at all meetings of the board and at all meetings of the shareholders of the Corporation. The Chair shall have such powers and shall perform such duties as may from time to time be assigned to him or her by resolution of the directors, or as are incidental to his or her office.

 

32.            Chief Executive Officer

 

The Chief Executive Officer of the Corporation, if any, shall, unless otherwise determined by resolution of the board, and subject to the direction of the board, exercise general supervision and control over the business and affairs of the Corporation. In the absence of the Chair, if any, and if the Chief Executive Officer is also a director of the Corporation, the Chief Executive Officer shall, when present, preside as chair at all meetings of directors and the shareholders of the Corporation. The Chief Executive Officer shall have such powers and shall perform such duties as may from time to time be assigned to him or her by resolution of the directors or as are incidental to his or her office.

 

33.            President

 

The President of the Corporation, if any, shall be vested with all the powers and shall perform all the duties of the Chief Executive Officer in the absence, or inability or refusal to act, of the Chief Executive Officer, provided, however, that a President who is not a director shall not preside as chair at any meeting of directors or shareholders. The President shall have such powers and shall perform such duties as may from time to time assigned to him or her by resolution of the directors or as are incidental to his or her office.

 

34.            Vice-President

 

The Vice-President of the Corporation, if any, or, if more than one, the Vice-Presidents, in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the absence, or inability or refusal to act, of the President, provided, however, that a Vice-President who is not a director shall not preside as chair at any meeting of directors or shareholders. The Vice-President or, if more than one, the Vice-Presidents shall have such powers and shall perform such duties as may from time to time be assigned to him, her or them by resolution of the directors, or as are incidental to the office of the applicable Vice-President.

 

35.            Secretary

 

Unless another officer has been appointed for that purpose, the Secretary of the Corporation, if any, shall give, or cause to be given, notices for all meetings of directors, any committee of directors and shareholders when directed to do so, and shall maintain the records referred to in subsections 20(1) and (2) of the Act. The Secretary shall have such powers, and shall perform such duties, as may from time to time be assigned to the Secretary by resolution of the directors or as are incidental to the office of the Secretary.

 

 

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36.            Treasurer

 

Subject to the provisions of any resolution of the directors, the Treasurer of the Corporation, if any, or such other officer who has been appointed for that purpose shall have the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks, or with such other depositary or depositaries, as the directors may by resolution direct; provided that the Treasurer may, from time to time, arrange for the temporary deposit of moneys of the Corporation in banks, trust companies or other financial institutions within or outside Canada not so directed by the board for the purpose of facilitating transfer thereof to the credit of the Corporation in a bank, trust company or other financial institution so directed. Unless another officer has been appointed for that purpose, the Treasurer shall prepare and maintain adequate accounting records. The Treasurer shall have such powers and shall perform such duties as may from time to time be assigned to such person by resolution of the directors or as are incident to the office of the Treasurer. The Treasurer may be required to give such bond for the faithful performance of his or her duties as the directors in their sole discretion may require and no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.

 

37.            Managing Director

 

The Managing Director of the Corporation, if any, shall conform to all lawful orders given to him or her by the directors, and shall at all reasonable times give to the directors, or any of them, all information they may require regarding the affairs of the Corporation.

 

38.            Duties of Officers may be Delegated

 

In case of the absence or inability, or refusal to act, of any officer of the Corporation, or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.

 

39.            Agents and Attorneys

 

The Corporation shall have power, from time to time, to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to sub-delegate) of management, administration or otherwise as may be thought fit.

 

SHAREHOLDERS’ MEETINGS

 

40.            Annual Meeting

 

Subject to sections 132 and 133 of the Act, the annual meeting of shareholders shall be held at a place within Canada (or outside Canada if the place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place) determined by the directors on such day in each year and at such time as the directors may determine.

 

41.            Special Meetings

 

The directors of the Corporation may at any time call a special meeting of shareholders to be held on such day and at such time and, subject to section 132 of the Act, at such place within Canada (or outside Canada if the place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place) as the directors may determine.

 

 

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42.            Meeting on Requisition of Shareholders

 

The holders of not less than 5% of the issued shares of the Corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition. The requisition shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the Corporation. Subject to subsection 143(3) of the Act, upon receipt of the requisition, the directors shall call a meeting of shareholders to transact the business stated in the requisition (but if the directors are obligated to call a meeting and do not do so within 21 days after receiving the requisition, any shareholder who signed the requisition may call the meeting).

 

43.            Participation in Meetings by Electronic Means

 

Any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the Act, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility, and a person participating in a meeting by those means is deemed for the purposes of the Act and the by-laws to be present at the meeting.

 

44.            Meetings held by Electronic Means

 

If the directors or the shareholders of the Corporation call a meeting of shareholders pursuant to the Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the Act, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

 

45.            Notice

 

A notice in writing of a meeting of shareholders stating the day, hour and place of meeting, and, if special business is to be transacted thereat, stating: (a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment on that business and (b) the text of any special resolution to be submitted to the meeting, shall be sent to each shareholder entitled to vote at the meeting, who on the record date for notice is registered on the records of the Corporation or its transfer agent as a shareholder, to each director of the Corporation, and to the auditor of the Corporation, in each case not less than 21 days and not more than 60 days before the date of the meeting.

 

46.            Waiver of Notice

 

Notice of any meeting of shareholders or the time for the giving of any such notice, or any irregularity in any meeting or in the notice thereof, may be waived by any shareholder, the duly appointed proxy of any shareholder, any director or the auditor of the Corporation, in writing or by email or other form of electronic transmission addressed to the Corporation, or in any other manner, and the attendance of any such person at a meeting of shareholders is a waiver of notice of the meeting, except where he or she attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Any such waiver may be validly given either before or after the meeting to which such waiver relates.

 

47.            Omission of Notice

 

The accidental omission to give notice of any meeting of shareholders to, or the non-receipt of any notice by, any person shall not invalidate any resolution passed or any proceeding taken at any such meeting.

 

 

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48.            Record Dates

 

Subject to subsection 134(3) of the Act, the directors may, within the period prescribed by the Act, fix in advance a date as the record date for the determination of shareholders: (a) entitled to receive payment of a dividend, (b) entitled to participate in a liquidation distribution, (c) entitled to receive notice of a meeting of shareholders, (d) entitled to vote at a meeting of shareholders, or (e) for any other purpose.

 

If no record date is fixed,

 

(a)the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be:

 

(i)at the close of business on the business day immediately preceding the day on which the notice is given, or

 

(ii)if no notice is given, the day on which the meeting is held; and

 

(b)the record date for the determination of shareholders for any purpose other than to establish a shareholder’s right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating to that purpose.

 

49.            Chair of the Meeting

 

The Chair, if any, or, in his or her absence, or in case of his or her inability or refusal or failure to act, such other person as may have been designated by the Chair to exercise such function, shall preside at meetings of shareholders. In the absence of all such persons or, in case of their inability or refusal or failure to act, the persons present entitled to vote shall choose another director as chair, and if no director is present, or if all the directors present refuse to act, then the persons entitled to vote shall choose one of their number to be chair of the meeting.

 

50.            Votes

 

Votes at meetings of shareholders may be cast either personally or by proxy. Subject to the Act and Section 52, every question submitted to any meeting of shareholders shall be decided on a show of hands, except when a ballot is required by the chair of the meeting or is demanded by a shareholder or proxyholder entitled to vote at the meeting, or is otherwise required by the Act. A shareholder or proxyholder may demand a ballot either before or after any vote by a show of hands. At every meeting at which shareholders are entitled to vote, each shareholder present on his or her own behalf, and every proxyholder present, shall have one vote. Upon any ballot at which shareholders are entitled to vote, each shareholder present on his or her own behalf, or by proxy, shall (subject to the provisions, if any, of the articles) have one vote for every share registered in the name of such shareholder. In the case of an equality of votes under this paragraph, the chair of the meeting shall not have a second or casting vote in addition to the vote or votes to which he or she may be entitled as a shareholder or proxyholder.

 

At any meeting of shareholders, unless a ballot is demanded, an entry in the minutes for the applicable meeting of shareholders, following a vote on the applicable resolution by a show of hands, to the effect that the chair of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution, although the chair may direct that a record be kept of the number or proportion of votes in favour of or against the resolution for any purpose the chair of the meeting considers appropriate.

 

 

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If, at any meeting, a ballot is demanded on the election of a chair for the meeting, or on the question of adjournment or termination, the ballot shall be taken forthwith without adjournment. If a ballot is demanded on any other question or as to the election of directors, the ballot shall be taken in such manner and either at once or later at the meeting or after adjournment as the chair of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.

 

51.            Electronic Voting

 

Any person participating in a meeting of shareholders by telephonic, electronic or other communication facility under Section 43 or Section 44 and entitled to vote at that meeting may vote, in accordance with the Act, by means of the telephonic, electronic or other communication facility that the Corporation has made available for that purpose. Despite Section 50, any vote referred to in Section 50 may be held, in accordance with the Act, entirely by means of a telephonic, electronic or other communication facility, if the Corporation makes such a communication facility available

 

52.            Right to Vote

 

Unless the articles otherwise provide, each share of the Corporation entitles the holder of such share to one vote at a meeting of shareholders.

 

Where a body corporate, or a trust, association or other unincorporated organization, is a shareholder of the Corporation, any individual authorized by a resolution of the directors of the body corporate, or the directors, trustees or other governing body of the association, trust or unincorporated organization, to represent it at meetings of shareholders of the Corporation, shall be recognized as the person entitled to vote at all such meetings of shareholders in respect of the shares held by such body corporate, or by such trust, association or other unincorporated organization, and the chair of the meeting may establish or adopt rules or procedures in relation to the recognition of a person to vote shares held by such body corporate, or by such trust, association or other unincorporated organization.

 

Where a person holds shares as a personal representative, such person, or his or her proxy, is the person entitled to vote at all meetings of shareholders in respect of the shares so held by him or her, and the chair of the meeting may establish or adopt rules or procedures in relation to the recognition of such person to vote the shares in respect of which such person has been appointed as a personal representative.

 

Where a person mortgages, pledges or hypothecates his or her shares, such person, or such person’s proxy, is the person entitled to vote at all meetings of shareholders in respect of such shares, so long as such person remains the registered owner of such shares, unless, in the instrument creating the mortgage, pledge or hypothec, the person has expressly empowered the person holding the mortgage, pledge or hypothec to vote in respect of such shares, in which case, subject to the articles, such holder, or such holder’s proxy, is the person entitled to vote in respect of the shares, and the chair of the meeting may establish or adopt rules or procedures in relation to the recognition of the person holding the mortgage, pledge or hypothec as the person entitled to vote in respect of the applicable shares.

 

Where two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may, in the absence of the others, vote the shares, but if two or more of those persons are present on their own behalf or by proxy, they shall vote as one on the shares jointly held by them, and the chair of the meeting may establish or adopt rules or procedures in that regard.

 

 

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53.            Proxies

 

Every shareholder, including a shareholder that is a body corporate, or a trust, association or other unincorporated organization, entitled to vote at a meeting of shareholders may, by means of a proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner, and to the extent, authorized by the proxy, and with the authority conferred by the proxy.

 

An instrument appointing a proxyholder shall be in written form executed by the shareholder or by such shareholder’s duly authorized attorney, or be in the form of an electronic document executed as contemplated by the Act by the shareholder or by his, her or its duly authorized attorney, and shall conform with the requirements of the Act, and is valid only at the meeting in respect of which it is given or any adjournment of that meeting. An instrument appointing a proxyholder may be in any form which complies with the requirements of the Act.

 

The directors may specify in a notice calling a meeting of shareholders a time not exceeding 48 hours, excluding Saturdays and holidays, preceding the meeting or an adjournment of the meeting before which time proxies to be used at the meeting must be deposited with the Corporation or its agent.

 

54.            Conduct of Meeting

 

The chair of the meeting shall conduct the proceedings at the meeting, and his or her decision in any matter or thing, including, without limitation, any question regarding the validity or invalidity of any instruments of proxy and any question as to the admission or rejection of a vote, shall be conclusive and binding upon the shareholders.

 

55.            Adjournment

 

The chair of the meeting may, with the consent of the meeting, adjourn any meeting of shareholders from time to time and place to place to a fixed time and place and, if the meeting is adjourned by one or more adjournments for an aggregate of less than 30 days, it is not necessary to give notice of the adjourned meeting, other than by announcement at the time of an adjournment. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than 90 days, subsection (1) of section 149 of the Act does not apply.

 

Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The persons who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at any adjourned meeting that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

 

56.            Quorum

 

At all meetings of shareholders, it shall be necessary in order to constitute a quorum for two persons entitled to vote at the meeting to be present, and for not less than 5% of the outstanding shares of the Corporation which may be voted at the meeting to be represented in person or by proxy or by a duly authorized representative of a shareholder. If a quorum is present at the opening of a meeting of shareholders, the shareholders present may proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.

 

 

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57.            Persons Entitled to be Present

 

The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the Corporation, and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

 

58.            Resolution in Lieu of Meeting

 

A resolution in writing signed by all the shareholders entitled to vote on that resolution is as valid as if it had been passed at a meeting of the shareholders except where a written statement is submitted by a director under subsection (2) of section 110 of the Act or by an auditor under subsection (5) of section 168 of the Act.

 

SHARES AND TRANSFERS

 

59.            Issuance

 

Subject to the articles and to section 28 of the Act, shares in the Corporation may be issued at the times and to the persons and for the consideration that the directors determine; provided that a share shall not be issued until the consideration for the share is fully paid in money or in property or past service that is not less in value than the fair equivalent of the money that the Corporation would have received if the share had been issued for money.

 

60.            Security Certificates

 

Security certificates (if any) shall (subject to compliance with section 49 of the Act) be in such form as the directors may from time to time by resolution approve, and such certificates shall be signed manually, or the signature shall be printed or otherwise mechanically reproduced on the certificate, by at least one director or officer of the Corporation, or by a registrar, transfer agent or branch transfer agent of the Corporation or an individual on their behalf, or by a trustee who certifies it in accordance with a trust indenture, and any additional signatures required on a security certificate may be printed or otherwise mechanically reproduced thereon. If a security certificate contains a printed or mechanically reproduced signature of a person, the Corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the Corporation, and the security certificate is as valid as if he or she were a director or an officer at the date of its issue.

 

61.            Agent

 

The directors may from time to time by resolution appoint or remove an agent to maintain a central securities register and one or more branch securities registers for the Corporation.

 

 

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62.            Dealings with Registered Holder

 

Subject to the Act, the Corporation may treat the registered owner of a security as the person exclusively entitled to vote, to receive notices, to receive any interest, dividends or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.

 

63.            Surrender of Security Certificates

 

Subject to the Act, no transfer of a security issued by the Corporation shall be registered unless or until the security certificate representing the security to be transferred has been presented for registration or, if no security certificate has been issued by the Corporation in respect of such security, unless or until a duly executed transfer in respect thereof has been presented for registration.

 

64.            Defaced, Destroyed, Stolen or Lost Security Certificates

 

In case of the defacement, destruction, theft or loss of a security certificate, the fact of such defacement, destruction, theft or loss shall be reported by the owner to the Corporation or to an agent of the Corporation (if any) with a statement verified by oath or statutory declaration as to the defacement, destruction, theft or loss and the circumstances concerning the same, and with a request for the issuance of a new security certificate to replace the one so defaced (together with the surrender of the defaced security certificate), destroyed, stolen or lost. Upon the giving to the Corporation (or if there be an agent, hereinafter in this paragraph referred to as the “Corporation’s agent”, then to the Corporation and the Corporation’s agent) of a bond of a surety company (or other security approved by the directors) in such form as is approved by the directors or by any officer of the Corporation, indemnifying the Corporation (and the Corporation’s agent, if any) against all loss, damage or expense, which the Corporation and/or the Corporation’s agent may suffer or be liable for by reason of the issuance of a new security certificate to such shareholder, and provided the Corporation or the Corporation’s agent does not have notice that the security has been acquired by a bona fide purchaser, a new security certificate may be issued in replacement of the one defaced, destroyed, stolen or lost, if such issuance is ordered and authorized by any officer of the Corporation or by the directors.

 

65.            Enforcement of Lien for Indebtedness

 

Subject to subsection 49(8) of the Act, if the articles of the Corporation provide that the Corporation may have a lien on the shares registered in the name of a shareholder or the shareholder’s legal representative for a debt of that shareholder to the Corporation, such lien may be enforced by the sale of the shares thereby affected, or by any other action, suit, remedy or proceeding authorized or permitted by law or by equity, and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares. No sale shall be made until such time as the debt ought to be paid and until a demand and notice in writing stating the amount due and demanding payment and giving notice of intention to sell on default shall have been served on the holder, or such shareholder’s legal representative, of the shares subject to the lien and default shall have been made in payment of such debt for seven days after service of such notice. Upon any such sale, the proceeds shall be applied, firstly, in payment of all costs of such sale, and, secondly, in satisfaction of such debt and the residue (if any) shall be paid to the shareholder or as such shareholder shall direct. Upon any such sale, the directors may enter or cause to be entered the purchaser’s name in the securities register of the Corporation as holder of the shares, and the purchaser shall not be bound to see to the regularity or validity of, or be affected by, any irregularity or invalidity in the proceedings, or be bound to see to the application of the purchase money, and after the purchaser’s name or the name of the purchaser’s legal representative has been entered in the securities register, the validity of the sale shall not be impeached by any person.

 

 

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66.            Electronic, Book-Based or Other Non-Certificated Registered Positions

 

Subject to subsection 49(1) of the Act, a registered security holder may have his, her or its holdings of securities of the Corporation evidenced by an electronic, book-based, direct registration service or other non-certificated entry or position on the register of securityholders to be kept by the Corporation or its agent in place of a physical security certificate pursuant to a registration system that may be adopted by the Corporation. The by-laws shall be read such that a registered holder of securities of the Corporation pursuant to any such electronic, book-based, direct registration service or other non-certificated entry or position shall be entitled to all of the same benefits, rights, entitlements and shall incur the same duties and obligations as a registered holder of securities evidenced by a physical security certificate. The Corporation and its transfer agent (if any) may adopt such policies and procedures and require such documents and evidence as they may determine necessary or desirable in order to facilitate the adoption and maintenance of a security registration system by electronic, book-based, direct registration system or other non-certificated means.

 

DIVIDENDS

 

67.            Dividends

 

The directors may from time to time by resolution declare, and the Corporation may pay, dividends on its issued shares, subject to the provisions (if any) of the Corporation’s articles.

 

The directors shall not declare, and the Corporation shall not pay, a dividend if there are reasonable grounds for believing that:

 

(a)the Corporation is, or would after the payment be, unable to pay its liabilities as they become due; or

 

(b)the realizable value of the Corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital of all classes.

 

The Corporation may pay a dividend consisting of fully paid shares of the Corporation and, subject to Section 42 of the Act, the Corporation may pay a dividend in money or other property.

 

68.            Joint Shareholders

 

In case several persons are registered as the joint holders of any securities of the Corporation, any one of such persons may give effectual receipts for all dividends and payments on account of dividends, principal, interest and/or redemption payments in respect of such securities.

 

69.            Dividend Payments

 

A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the recorded address of such registered holder, or paid by electronic funds transfer to the bank account designated by the registered holder, unless such holder otherwise directs. In the case of joint holders, the cheque or payment shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and, if more than one address is recorded in the Corporation’s security register in respect of such joint holding, the cheque shall be mailed to the first address so appearing. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, or the electronic funds transfer as aforesaid, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold. In the event of non-receipt of any dividend cheque or payment by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque or payment for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as any officer or the directors may from time to time prescribe, whether generally or in any particular case.

 

 

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VOTING SECURITIES IN OTHER BODIES CORPORATE

 

70.            Voting Securities in Other Bodies Corporate

 

All securities of or other interests held from time to time by the Corporation in a body corporate or a trust, association or other unincorporated organization carrying voting rights that may be exercised by or on behalf of the Corporation, whether as a holder, trustee or otherwise, may be voted at all meetings of shareholders, unitholders, bondholders, debenture holders or holders of such securities or other interests, as the case may be, of such other body corporate or a trust, association or other unincorporated organization, and in such manner and by such person or persons as the directors of the Corporation shall from time to time determine and authorize by resolution. Any officer of the Corporation may also, from time to time, execute and deliver, for and on behalf of the Corporation, proxies and arrange for the issuance of voting certificates or other evidence of the right to vote in such names as such officer may determine, without the necessity of a resolution or other action by the directors.

 

NOTICES, ETC.

 

71.            Service

 

Any notice or document required by the Act, the articles or the by-laws to be sent to any shareholder or director of the Corporation may be delivered personally to or sent by pre-paid mail addressed to:

 

(a)the shareholder at the shareholder’s latest address as shown in the records of the Corporation or its transfer agent; and

 

(b)the director at the director’s latest address as shown in the records of the Corporation or in the last notice filed under section 106 or 113 of the Act.

 

A notice or document sent by mail as contemplated by this Section 71 to a shareholder or director of the Corporation shall be deemed to have been received by the shareholder or director (as the case may be) at the time it would be delivered in the ordinary course of mail, unless there are reasonable grounds for believing that the shareholder or director (as the case may be) did not receive the notice or document at that time or at all.

 

Notwithstanding the foregoing, provided that the addressee has consented in writing and has designated an information system for the receipt of electronic documents as contemplated by the Act, the Corporation may satisfy the requirements to send any notice or document referred to above, subject to the Act, by creating an electronic document and providing such electronic document to the applicable specified information system or otherwise posting or making such document available on a generally accessible electronic source, such as a website, and providing written notice of the availability and location of that electronic document, unless otherwise prescribed by the Act. Any such electronic document shall be deemed to have been sent to and received by the addressee when it enters the information system of the addressee or, if posted or otherwise made available through a generally accessible electronic source, when the addressee receives written notice of the availability and location of that electronic document.

 

 

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72.            Failure to Locate Shareholder

 

If the Corporation sends a notice or document to a shareholder and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the Corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the Corporation in writing of the shareholder’s new address.

 

73.            Notice to Joint Shareholders

 

All notices or documents shall, with respect to any shares in the capital of the Corporation registered in more than one name, be sent to whichever of such persons is named first in the records of the Corporation and any notice or document so sent shall be sufficient notice of delivery of such document to all the holders of such shares.

 

74.            Persons Becoming Entitled by Operation of Law

 

Every person who, by operation of law, transfer or by any other means whatsoever, shall become entitled to any shares in the capital of the Corporation, shall be bound by every notice or document in respect of such shares which, prior to his or her name and address being entered on the records of the Corporation in respect of such shares, shall have been duly sent to the person or persons from whom such person derives his or her title to such shares.

 

75.            Signatures upon Notices

 

The signature of any director or officer of the Corporation upon any notice need not be a manual signature.

 

76.            Computation of Time

 

Where a given number of days’ notice or notice extending over any period is required to be given under any provisions of the articles or the by-laws of the Corporation, the day the notice is sent shall, unless it is otherwise provided by applicable law, be counted in such number of days or other period.

 

77.            Proof of Service

 

A certificate of any officer of the Corporation in office at the time of the making of the certificate, or of an agent of the Corporation, as to facts in relation to the mailing or delivery or sending of any notice or document to any shareholder, director, officer or auditor of the Corporation or any other person, or publication of any notice or document, shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Corporation or other person, as the case may be.

 

CUSTODY OF SECURITIES

 

78.            Custody of Securities

 

All securities (including warrants) owned by the Corporation may be lodged (in the name of the Corporation) with a chartered bank, brokerage, or a trust company or in a safety deposit box or with such other depositaries or in such other manner as may be determined from time to time by any officer or director.

 

 

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All securities (including warrants) belonging to the Corporation may be issued and held in the name of a nominee or nominees of the Corporation (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with right of survivorship), and shall be endorsed in blank with endorsement guaranteed in order to enable transfer thereof to be completed and registration thereof to be effected.

 

EXECUTION OF CONTRACTS, ETC.

 

79.            Execution of Contracts, etc.

 

Contracts, documents or instruments requiring the signature of the Corporation may be signed by any director or officer alone or any person or persons authorized by resolution of the directors, and all contracts, documents or instruments so signed shall be binding upon the Corporation without any further authorization or formality. The directors are authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Corporation to sign contracts, documents or instruments generally or to sign specific contracts, documents or instruments.

 

The corporate seal (if any) of the Corporation may be affixed by any director or officer to contracts, documents or instruments signed by such director or officer as aforesaid, or by an officer or officers, person or persons appointed as aforesaid by resolution of the directors.

 

The term “contracts, documents or instruments” as used in this by-law shall include notices, deeds, mortgages, hypothecs, charges, cheques, drafts, orders for the payment of money, notes, acceptances, bills of exchange, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities and all paper writings.

 

The signature or signatures of any director or officer or any other person or persons appointed as aforesaid by resolution of the directors may be printed, engraved, lithographed or otherwise mechanically or electronically reproduced upon all contracts, documents or instruments executed or issued by or on behalf of the Corporation, and all contracts, documents or instruments on which the signature or signatures of any of the foregoing persons shall be so reproduced shall be as valid to all intents and purposes as if they had been signed manually, and notwithstanding that the persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments.

 

FISCAL PERIOD

 

80.            Fiscal Period

 

The fiscal period of the Corporation shall terminate on such day in each year as the board may from time to time by resolution determine.

 

 

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DELIVERY OF DOCUMENTS

 

81.            Delivery of Documents

 

The delivery of an executed copy of any and all by-laws, minutes of meetings, resolutions, consents, instruments, or like documents required by the Act to be kept with the records of the Corporation in counterparts, by facsimile, DocuSign or other form of electronic means or transmission shall be deemed to be the equivalent of the delivery of an original executed copy thereof and the counterparts together shall constitute one and the same document.

 

BORROWING MONEY, ETC.

 

82.            Borrowing Money, etc.

 

The directors of the Corporation may from time to time:

 

(a)borrow money on the credit of the Corporation;

 

(b)issue, reissue, sell or pledge debt obligations of the Corporation, including bonds, debentures, notes or other evidences of indebtedness or guarantees of the Corporation, whether secured or unsecured;

 

(c)give a guarantee on behalf of the Corporation to secure performance of an obligation of any person, including any individual, partnership, association, body corporate or personal representative;

 

(d)mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation; or

 

(e)delegate to one or more directors, a committee of directors or one or more officers of the Corporation as may be designated by the directors, all or any of the powers conferred by the foregoing clauses of this Paragraph to such extent and in such manner as the directors shall determine at the time of each such delegation.

 

ADVANCED NOTICE PROVISIONS

 

83.            Nomination Procedures

 

Subject only to the provisions of the Act, Applicable Securities Laws and the articles of the Corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election as directors of the Corporation may be made at any annual meeting of shareholders or at any special meeting of shareholders if one of the purposes for which the special meeting was called is the election of directors. Such nominations may be made in the following manner:

 

(a)by or at the direction of the Board, including pursuant to a notice of meeting;

 

(b)by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of a meeting of shareholders by one or more shareholders made in accordance with the provisions of the Act; or

 

 

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(c)            by any person (a “Nominating Shareholder”) who:

 

(i)complies with the notice procedures set forth below in this by-law; and

 

(ii)at the close of business on the date of the giving of notice by the Nominating Shareholder in accordance with the notice procedures set forth below in this by-law and on the record date for notice of such meeting, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence of such beneficial ownership to the Secretary of the Corporation.

 

84.            Timely Notice

 

In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation in accordance with the procedures set forth below in this by-law.

 

85.            Manner of Timely Notice

 

To be timely, a Nominating Shareholder’s notice to the Secretary of the Corporation must be given:

 

(a)in the case of an annual meeting (including an annual and special meeting) of shareholders, not less than thirty (30) days prior to the date of the meeting; provided, however, in the event that the meeting is to be held on a date that is less than fifty (50) days after the date on which the first public announcement of the date of the meeting was made, notice by the Nominating Shareholder shall be made not later than the close of business on the tenth (10th) day following the date of such public announcement;

 

(b)in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also called for other purposes), notice by the Nominating Shareholder shall be made not later than the close of business on the fifteenth (15th) day following the date of such public announcement; and

 

(c)in the case of an annual meeting of shareholders or a special meeting of shareholders called for the purpose of electing directors (whether or not also called for other purposes) where notice-and-access is used to deliver proxy-related materials to shareholders, not less than forty (40) days prior to the date of the meeting (and, in any event, not prior to the date on which the first public announcement of the date of the meeting was made); provided, however, in the event that the meeting is to be held on a date that is less than fifty (50) days after the date on which the first public announcement of the date of the meeting was made, (i) in the case of an annual meeting of shareholders, notice by the Nominating Shareholder shall be made not later than the close of business on the tenth (10th) day following the date of such public announcement, and (ii) in the case of a special meeting of shareholders, notice by the Nominating Shareholder shall be made not later than the close of business on the fifteenth (15th) day following the date of such public announcement.

 

The adjournment or postponement of a meeting of shareholders or the announcement thereof shall commence a new time period for the giving of a Nominating Shareholder’s notice as described above.

 

 

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86.            Proper Form of Notice

 

To be in proper written form, a Nominating Shareholder’s notice to the Secretary of the Corporation must set forth or include:

 

(a)as to each person whom the Nominating Shareholder proposes to nominate for election as a director of the Corporation (a “Proposed Nominee”):

 

(i)the name, age and business and residential address of the Proposed Nominee;

 

(ii)the principal occupation, business or employment of the Proposed Nominee and the name and principal business of any company in which such employment is carried on, both present and within the five years preceding the date of the notice;

 

(iii)whether the Proposed Nominee is a “resident Canadian” within the meaning of the Act;

 

(iv)the number of securities of each class or series of voting securities of the Corporation beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

 

(v)a description of any relationship, agreement, arrangement or understanding, including financial compensation and indemnity related relationships, agreements, arrangements or understandings, between the Nominating Shareholder and the Proposed Nominee, or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Nominating Shareholder or the Proposed Nominee with respect to the Proposed Nominee’s nomination and election as a director;

 

(vi)whether the Proposed Nominee is party to any existing or proposed relationship, agreement, arrangement or understanding with any competitor of the Corporation or any other third party which may give rise to a real or perceived conflict of interest between the interests of the Corporation and the interests of the Proposed Nominee; and

 

(vii)any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident’s proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Act or any Applicable Securities Laws.

 

(b)as to the Nominating Shareholder:

 

(i)the name and business and residential address of such Nominating Shareholder;

 

(ii)the number of securities of each class or series of voting securities of the Corporation beneficially owned, or controlled or directed, directly or indirectly, by such Nominating Shareholder, or any other person with whom such Nominating Shareholder is acting jointly or in concert with respect to the Corporation or any of its securities, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

 

 

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(iii)any derivatives or other economic or voting interests in the Corporation and any hedges implemented with respect to the nominating shareholders’ interests in the Corporation;

 

(iv)any proxy, contract, arrangement, understanding or relationship pursuant to which the Nominating Shareholder has the right to vote any shares of the Corporation;

 

(v)whether such Nominating Shareholder intends to deliver a proxy circular and/or form of proxy to any shareholder of the Corporation in connection with such nomination or otherwise solicit proxies or votes from shareholders of the Corporation in support of such nomination; and

 

(vi)any other information relating to such Nominating Shareholder that would be required to be disclosed in a dissident’s proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Act or any Applicable Securities Laws; and

 

(c)a written consent duly signed by the Proposed Nominee to being named as a nominee for election to the Board and to serving as a director of the Corporation if elected.

 

The Corporation may require any Proposed Nominee to furnish such other information as may be reasonably required by the Corporation to determine, pursuant to Applicable Securities Laws, the independence, or lack thereof, of such proposed nominee, provided that such disclosure request does not go beyond that required of management nominees for election as directors of the Corporation. References to “Nominating Shareholder” in this Section 4 shall be deemed to refer to each shareholder that nominates or proposes to nominate a person for election as a director of the Corporation in the case of a nomination proposal where more than one shareholder is involved in making such nomination proposal. All information provided in a Nominating Shareholders’ notice will be made publicly available to shareholders of the Corporation.

 

87.            Notice to be Updated

 

In addition, to be considered timely and in proper written form, a Nominating Shareholder’s notice shall be promptly updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

 

88.            Eligibility for Nomination as a Director

 

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this by-law. The requirements of this by-law shall apply to any Proposed Nominee to be brought before a meeting by a shareholder whether such Proposed Nominees are to be included in the Corporation’s management information circular under the Act and Applicable Securities Laws or presented to shareholders by means of an independently financed proxy solicitation. The requirements of this by-law are included to provide the Corporation notice of a shareholder’s intention to bring one or more Proposed Nominees before a meeting and shall in no event be construed as (i) imposing upon any shareholder the requirement to seek approval from the Corporation as a condition precedent to nominate such Proposed Nominee before a meeting or (ii) deeming to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which such shareholder would have been entitled to submit a proposal pursuant to the provisions of the Act. The Chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this by-law and, if any proposed nomination is determined not to be in compliance with such procedures, to declare that such defective nomination shall be disregarded.

 

 

27

 

89.            Delivery of Notice

 

Notwithstanding any other provision of this by-law or any other by-law of the Corporation, notice given to the Secretary of the Corporation pursuant to this by-law may only be given by personal delivery or by electronic mail (at such e-mail address as may be stipulated from time to time by the Secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery to the Secretary at the address of the principal executive offices of the Corporation or, in the case of electronic mail, at the time it is sent to the Secretary at the email address as aforesaid; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.

 

90.            Board Discretion

 

Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in by-laws 82 to 88 (inclusive).

 

 

28

 

This By-law No. 1 was made by the directors of the Corporation on September 23, 2020 and confirmed by the shareholders of the Corporation on September 23, 2020.

 

DATED October 1, 2020.

 

  (signed) Joseph del Moral
   
  Name: Joseph del Moral
   
  Title: Chief Executive Officer

 

 

 

 

Exhibit 5.1

 

 

 

November 18, 2021

 

Reunion Neuroscience Inc. 

30 Duncan Street, Lower North Suite 

Toronto, ON 

M5V 2C3

 

Dear Sirs/Mesdames

 

Re: Registration of Common Shares of Reunion Neuroscience Inc.

 

We have acted as Canadian counsel to Reunion Neuroscience Inc., a corporation incorporated under the Canada Business Corporations Act (the "Company"), in connection with the registration under the United States Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the "Registration Statement"), filed on or about the date hereof with the United States Securities and Exchange Commission (the "SEC"), of 1,746,777 common shares in the capital of the Company (the "Registration Shares") issuable under the Equity Incentive Plan dated August 11, 2022 (the "Incentive Plan").

 

For purposes of this opinion, we have examined the Registration Statement and, for the purposes of this opinion, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of and relied upon the following documents (collectively, the "Corporate Documents"):

 

(a)the certificate and articles of arrangement of the Company;

 

(b)the by-laws of the Company;

 

(c)certain resolutions of the Company's directors and shareholders; and

 

(d)a certificate of an officer of the Company with respect to certain factual matters (the "Officer’s Certificate").

 

We also have reviewed such other documents, and have considered such questions of law, as we have deemed relevant and necessary as a basis for our opinion. With respect to the accuracy of factual matters material to this opinion, we have relied upon the Corporate Documents, without independent investigation of the matters provided for therein for the purpose of providing our opinion.

 

In examining all documents and in providing our opinion we have assumed that:

 

(a)all individuals had the requisite legal capacity;

 

(b)all signatures are genuine;

 

(c)all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals; and

 

 

 

 

(d)all facts set forth in the certificates supplied by the respective officers and directors, as applicable, of Company including, without limitation, the Officer’s Certificate, are complete, true and accurate.

 

We are qualified to carry on the practice of law in the province of Ontario and we express no opinion as to any laws, or matters governed by any laws, other than the laws of the province of Ontario and the federal laws of Canada applicable therein. Our opinion is expressed with respect to the laws in effect on the date of this opinion and we do not accept any responsibility to take into account or inform the addressee, or any other person authorized to rely on this opinion, of any changes in law, facts or other developments subsequent to this date that do or may affect the opinion we express, nor do we have any obligation to advise you of any other change in any matter addressed in this opinion or to consider whether it would be appropriate for any person other than the addressee to rely on our opinion.

 

Based upon and subject to the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, the Registration Shares have been duly authorized and reserved for issuance pursuant to the Incentive Plan and when issued in accordance with the terms of the Incentive Plan, the Registration Shares will be validly issued as fully paid and non-assessible.

 

This opinion is rendered solely in connection with the Registration Statement and is expressed as of the date hereof. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to Company, the Registration Statement, the Registration Shares or the Incentive Plan. We express no opinion as to the adequacy of any consideration received by the Company. Our opinion as to the issuance of the Registration Shares as fully paid and non-assessable is based on the assumption that all required consideration (in whatever form) has been or will be paid or provided. This opinion may not be used or relied upon by you for any other purpose or used or relied upon by any other person.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. By the giving of such consent, we do not admit that we are experts with respect to any part of the Registration Statement, or otherwise, within the meaning of the rules and regulations of the SEC. This opinion may not be quoted from or referred to in any documents other than the Registration Statement as provided for herein without our prior written consent.

 

Yours truly,

 

/s/ “Bennett Jones LLP”

 

BENNETT JONES LLP

 

 2 

 

Exhibit 10.1

 

 

 

Equity Compensation Plan 

(August 2022)

 

Reunion Neuroscience Inc., (Reunion) hereby adopts this Equity Compensation Plan (Plan) for certain Employees, Directors, and Consultants of Reunion and/or its Affiliates.

 

ARTICLE 1 - PURPOSE

 

1.1          Purpose.

 

The purpose of the Plan is to attract and retain Employees, Directors and Consultants of Reunion and/or its Affiliates, and to ensure that interests of key Persons are aligned with the success of Reunion and its Affiliates.

 

ARTICLE 2 - INTERPRETATION

 

2.1          Definitions.

 

In this Plan, the following terms have the following meanings:

 

$ or Dollars means the lawful currency of Canada except where explicitly set forth to the contrary;

 

Act means the Canadian Income Tax Act R.S.C., 1985, c. 1 (5th Supp.), as amended from time to time;

 

Active Employment or Actively Employed means a person is employed and actively performing employment duties for his or her Employer or performing other similar duties as may be determined by the Board in its discretion or is on a leave of absence approved by his or her Employer or authorized under applicable law. For purposes of this Plan, except as may be required to comply with the minimum requirements of applicable employment standards legislation, Actively Employed and Active Employment does not include any period during, or in respect of, which a Participant is receiving or is entitled to receive payments in lieu of notice (whether by way of lump sum or salary continuance), benefits continuance, severance pay, damages for wrongful dismissal or other termination related payments or benefits, in each case, whether pursuant to statute, contract, common law, civil law or otherwise. For purposes of this Plan, a Participant is not Actively Employed if a Participant’s employment or engagement has been terminated by his or her voluntary resignation or by his or her Employer, regardless of whether a Participant’s employment or engagement has been terminated with or without Cause, lawfully or unlawfully or with or without notice;

 

Reunion Equity Compensation Plan (August 2022)Page 1 of 34

 

 

Affiliate means, with respect to any Person, any entity that is an affiliate for the purposes of National Instrument 45-106 — Prospectus Exemptions, as amended from time to time;

 

Applicable Withholding Taxes means any and all taxes and other source deductions or other amounts which Reunion or any of its Affiliates is required by law to withhold from any amounts to be paid or credited hereunder;

 

Award means an Option, RSU, PSU or Dividend Share Unit granted under this Plan, as the context requires;

 

Award Agreement means an Option Agreement, RSU Agreement or PSU Agreement, as the context requires;

 

Blackout Period means a period of time during which: (i) the trading guidelines of Reunion, as amended or replaced from time to time, restrict one or more Participants from trading in securities of Reunion; or (ii) Reunion has determined that one or more Participants may not trade any securities of Reunion, in each case, excluding any period during which a regulator has halted trading in Reunion’s securities;

 

Blackout Period Expiry Date means the date on which a Blackout Period expires;

 

Board means the board of directors of Reunion;

 

Cause means with respect to any Participant, (a) in the case where there is an employment or service agreement in effect between Reunion or one of its Affiliates and the Participant that defines cause (or words of like import) as applicable to the Participant, cause as defined under such agreement; or (b) in the case where there is no such agreement in effect:

 

(a)theft, fraud, dishonesty, or misconduct by the Participant involving the property, business or affairs of Reunion or any of its Affiliates or the carrying out of the Participant’s duties to Reunion or any of its Affiliates;

 

(b)any material breach or non-observance by the Participant of any term of any employment or service agreement between the Participant and Reunion or any of its Affiliates, this Plan or any non-competition, non-solicitation, confidentiality or intellectual property covenants between the Participant and Reunion or any of its Affiliates;

 

(c)the material failure by the Participant to perform his or her duties with or for Reunion or any of its Affiliates provided that the Participant has been given notice in writing thereof and a reasonable period in which to rectify such failure;

 

(d)the failure of the Participant to comply with his or her fiduciary duties to Reunion or any of its Affiliates (if any); or

 

(e)the Participant’s conviction of, or plea of guilty or no contest to, a criminal offence, felony, or a crime or offence involving moral turpitude;

 

Reunion Equity Compensation Plan (August 2022)Page 2 of 34

 

 

Change in Control means: (i) a direct or indirect sale or disposition, in any single transaction or series of related transactions, of all or substantially all of the consolidated assets of Reunion and its subsidiaries to a Third Party Purchaser; (ii) a sale resulting in no less than a majority of the Common Shares (or other voting securities of Reunion) on a fully diluted basis being held by a Third Party Purchaser, its Affiliates and any other Person acting jointly or in concert with the Third Party Purchaser; provided that, prior to such sale, such Persons did not hold, in the aggregate, a majority of the Common Shares (or other voting securities of Reunion) on a fully diluted basis; (iii) a merger, consolidation, recapitalization or reorganization of Reunion with or into a Third Party Purchaser that results in the inability of the holders of Common Shares immediately prior to the merger, consolidation, recapitalization or reorganization to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company; or (iv) any additional event that the Board reasonably determines is a Change in Control; provided, that, notwithstanding the foregoing, to the extent necessary to comply with Code Section 409A with respect to the payment of deferred compensation to any U.S. Taxpayer, Change in Control shall be limited to a change in control event as defined in Treasury Regulations Section 1.409A-3(i)(5) prescribed pursuant to Code Section 409A;

 

Code means the U.S. Internal Revenue Code of 1986, as amended from time to time;

 

Common Shares means the class A common shares in the capital of Reunion;

 

Consultant means an individual consultant or a consultant entity, other than an Employee or Director, that:

 

(a)is engaged to provide services on a bona fide basis to Reunion or any of its Affiliates, other than services provided in relation to a distribution of securities of Reunion or any of its Affiliates;

 

(b)provides the services under a written contract with Reunion or any of its Affiliates; and

 

(c)spends or will spend a significant amount of time and attention on the affairs and business of Reunion or any of its Affiliates,

 

and includes, (i) for an individual consultant, (A) a company of which the individual consultant is an employee or shareholder, or (B) a partnership of which the individual consultant is an employee or partner, and (ii) for a consultant that is not an individual, an employee or director of the consultant, provided that the individual employee or director spends or will spend a significant amount of time and attention on the affairs and business of Reunion or any of its Affiliates;

 

Director means a member of the Board from time to time who is not an Employee;

 

Dividend Share Unit has the meaning set forth in Section 8.2;

 

Employee means (subject to any applicable securities laws) a full-time or part-time employee of

 

Reunion Equity Compensation Plan (August 2022)Page 3 of 34

 

  

Reunion or any of its Affiliates;

 

Employer means, with respect to a Participant, Reunion or the applicable Affiliate thereof that employs or engages the Participant or employed or engaged the Participant immediately prior to the relevant time;

 

Exchange means the Toronto Stock Exchange or, if the Common Shares are not then listed on the Toronto Stock Exchange, such other principal market on which the Common Shares are then listed and posted for trading;

 

Fair Market Value means with respect to a Common Share, as of any date, the closing price of the Common Shares on the Exchange on the last trading day immediately preceding the applicable date or, if the Common Shares are not then readily tradable on an established securities market, the fair market value of such Common Shares as determined by the Board (by the reasonable application of a reasonable valuation method) and consistent with the principles of Code Sections 409A, 422 and 424 to the extent applicable in the case of an Award granted to or held by a U.S. Taxpayer;

 

Grant Date means, for any Award, the date the Board grants the Award;

 

Grant Resolution means the applicable resolution of the Board authorizing and approving any Option, RSU or PSU grant;

 

Incentive Stock Option means an option that meets the requirements of Code Section 422 or any successor provision and is designated as such by the Board in the applicable Grant Resolution;

 

Insider has the meaning given to such term in the policies of the Exchange;

 

Intrinsic Value means, with respect to an Option (or relevant portion thereof), an amount equal to the product of (i) the number of Common Shares subject to such Option (or relevant portion thereof) and (ii) the excess, if any, of the Fair Market Value of a Common Share as of the applicable date of determination over the Option Price (and, for avoidance of doubt, if there is no such excess, then the Intrinsic Value shall be zero);

 

Non-Qualified Stock Option means an option that is not intended to be or does not meet the requirements of an Incentive Stock Option. Any Option granted by the Board that is not designated as an Incentive Stock Option in the applicable Grant Resolution will be a Non-Qualified Stock Option;

 

Notice has the meaning set forth in Section 6.2;

 

Option means the right to purchase Common Shares granted under the Plan pursuant to the terms and conditions determined in the Grant Resolution and set forth in an Option Agreement;

 

Option Agreement means an agreement between Reunion and an Employee, Director or Consultant evidencing the grant of an Option and the terms and conditions of such Option in the form of Schedule A hereto or such other form(s) as may be approved by the Board from time to time;

 

Reunion Equity Compensation Plan (August 2022)Page 4 of 34

 

 

Option Price means the purchase price per Optioned Share determined in accordance with Section 4.4;

 

Optioned Shares means the Common Shares which may be or actually are purchased by a Participant pursuant to an Option;

 

Parent Corporation has the meaning set forth in Code Section 424(e) or any successor provision;

 

Participant means an Employee, Director or Consultant who holds Awards granted under the Plan pursuant to an Award Agreement;

 

Performance Period means, with respect to PSUs, the period of time specified in a PSU Agreement during which the applicable Performance Vesting Conditions may be achieved;

 

Performance Vesting Conditions means such performance-related conditions in respect of the vesting of Share Units determined by the Board at the Grant Date, which may include but are not limited to, financial or operational performance of Reunion, total shareholder return or individual performance criteria, measured over the Performance Period;

 

Person means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

 

Plan means this Equity Compensation Plan, as may be amended or restated from time to time;

 

PSU means a right to receive a Common Share issued from treasury that generally becomes vested, if at all, subject to the attainment of Performance Vesting Conditions and the satisfaction of such other conditions to vesting, if any, as may be determined by the Board;

 

PSU Agreement means an agreement between Reunion and an Employee (other than an Employee who is also a Director) or Consultant evidencing the grant of a PSU and the terms and conditions of such PSU in the form of Schedule B hereto or such other form(s) as may be approved by the Board from time to time;

 

RSU means a right to receive a Common Share issued from treasury that generally becomes vested, if at all, following a period of continuous employment or engagement;

 

RSU Agreement means an agreement between Reunion and an Employee, Director or Consultant evidencing the grant of an RSU and the terms and conditions of such RSU in the form of Schedule C hereto or such other form(s) as may be approved by the Board from time to time;

 

Settlement Date has the meaning set forth in Section 10.1;

 

Share Unit means an RSU, PSU or Dividend Share Unit as the context requires;

 

Reunion Equity Compensation Plan (August 2022)Page 5 of 34

 

 

Share Unit Account has the meaning set forth in Section 8.3;

 

Shareholder means a holder of Common Shares;

 

Subsidiary Corporation has the meaning set forth in Code Section 424(f) or any successor provision;

 

Termination Date means: (i) in respect of a Participant who is a Director or Consultant, the date the Participant ceases to be a Director or Consultant for any reason, as applicable; and (ii) in respect of a Participant who is an Employee, the Participant’s last day of Active Employment with his or her Employer (other than in connection with the Participant’s transfer of employment to an Affiliate of his or her Employer); in each case, regardless of whether the Participant’s employment or engagement with Reunion or any of its Affiliates is terminated with or without Cause, with or without notice, lawfully or unlawfully, and does not include any period of statutory, contractual, common law, civil law or other notice of termination of employment or engagement or any period of salary continuance, severance or deemed employment or other periods of time in respect of which damages are paid or payable to the Participant in respect of the termination of employment or engagement, whether pursuant to an employment agreement, service agreement or other agreement or at law. Any applicable severance period or notice period shall not be considered a period of employment or engagement for purposes of the Participant’s rights under the Plan;

 

Third Party Purchaser means any Person who is not an Affiliate of Reunion and is the acquirer in connection with a Change in Control;

 

U.S. Taxpayer means any Participant who is a United States citizen or United States resident alien as defined for purposes of Section 7701(b)(1)(A) of the Code or for whom an Award is otherwise subject to taxation under the Code; provided, that a Participant shall be a U.S. Taxpayer solely with respect to those affected Awards.

 

VWAP means the volume weighted average trading price of the Common Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the applicable date.

 

2.2          Interpretation.

 

Any reference in this Plan to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa. The division of the Plan into Articles and Sections and the insertion of headings are for reference purposes only and shall not affect the interpretation of the Plan. Whenever the Board is entitled to exercise discretion in the administration of the Plan, the term “discretion” means the sole and absolute discretion of the Board. Unless otherwise indicated, any reference in the Plan to an Article or Section refers to the specified Article or Section of the Plan.

 

Reunion Equity Compensation Plan (August 2022)Page 6 of 34

 

 

2.3          Administration.

 

This Plan shall be administered by the Board, which shall have full authority to administer this Plan, including the authority to: (i) grant Awards to Employees, Directors and Consultants; (ii) determine the Option Price, Performance Period, Performance Vesting Conditions, vesting schedule, term, limitations, intended tax treatment, restrictions and conditions applicable to Awards; (iii) interpret, administer and construe the Plan; (iv) subject to the rules of the Exchange, waive or amend any vesting conditions (including Performance Vesting Conditions) or vesting schedule; (v) establish, amend and rescind any rules and regulations relating to the Plan; and (vi) make any other determinations that the Board deems necessary or desirable for the administration of the Plan; subject in all cases to compliance with regulatory requirements. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan, in the manner and to the extent the Board deems, in its discretion, necessary or desirable. All actions taken and all interpretations and determinations made by the Board in good faith shall be final and conclusive and shall be binding on the Participants and Reunion. No member of the Board shall be personally liable for any action taken or determination or interpretation made in good faith in connection with this Plan and all members of the Board shall, in addition to their rights as directors of Reunion, be fully protected, indemnified and held harmless by Reunion with respect to any such action taken or determination or interpretation made. The appropriate officers of Reunion are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary or desirable for the implementation of this Plan and of the rules and regulations established for administering this Plan. All costs incurred in connection with this Plan shall be for the account of Reunion. This Plan shall be administered in accordance with the rules and policies of the Exchange by the Board so long as the Common Shares are listed on the Exchange.

 

2.4          Delegation to Committee.

 

All of the powers exercisable hereunder by the Board may, to the extent permitted by applicable law and as determined by resolution of the Board, be exercised by a committee of the Board comprised of not fewer than three directors of Reunion, who shall satisfy such additional securities law and exchange-rule requirements as may be determined by the Board from time to time.

 

ARTICLE 3 - SHARES RESERVED FOR ISSUANCE

 

3.1          Shares Reserved for Issuance.

 

Subject to any adjustment pursuant to Section 14.1, the maximum number of Common Shares reserved for issuance under the Plan (and all equity compensation plans) shall be 15% of the issued and outstanding Common Shares from time to time, on a non-diluted basis; of which the maximum number of Common Shares reserved for issuance under the Plan pursuant to (i) Incentive Stock Options is subject to a sublimit of 8,000,000, and (ii) Share Units is subject to a sublimit of 5% of the issued and outstanding Common Shares from time to time, on a non-diluted basis. Common Shares in respect of Options that have been exercised, cancelled, surrendered or terminated or that expire without being exercised and Common Shares underlying Share Units which expire, terminate or are settled or cancelled shall again be available for issuance under the Plan.

 

Reunion Equity Compensation Plan (August 2022)Page 7 of 34

 

 

The aggregate value of all Awards granted to any one Director who is neither a Consultant nor an Employee in any one year period under all security-based compensation arrangements of Reunion may not exceed $150,000 (with no more than $100,000 attributable to Options) based on the grant date fair value of the Awards, other than Awards granted in lieu of cash fees payable for serving as a Director.

 

If the Board authorizes the assumption or substitution under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, of awards granted under another plan, such assumption or substitution shall not reduce the maximum number of Common Shares available for issuance under this Plan, and, as deemed necessary by the Board, such assumed or substituted awards shall be subject to terms and conditions that may vary from those otherwise imposed under this Plan, all subject to applicable law and exchange rules.

 

3.2          No Fractional Shares.

 

No fractional Common Shares shall be issued under the Plan (including as a result of any adjustment made pursuant to Article 14), and a Participant shall have no right to payment or other consideration in respect of a fractional Common Share the right to which is forfeited as a result of this provision.

 

ARTICLE 4 - GRANT OF OPTIONS AND RIGHTS OF PARTICIPANTS

 

4.1          Grant of Options.

 

The Board may, at any time and from time to time, grant Options to such Employees, Directors and Consultants as it may select for the number of Optioned Shares that it shall designate, subject to the provisions of this Plan, and provided that the total number of Common Shares subject to and acquired upon exercise of Options shall not at any time exceed the maximum set forth in Section 3.1. The grant of an Option to a Participant at any time shall neither entitle such Participant to receive, nor preclude such Participant from receiving, a subsequent grant of an Option.

 

The Board shall make all necessary or desirable determinations regarding the granting of Options and may take into consideration the present and potential contributions of a particular Employee, Director, or Consultant to the success of Reunion and its Affiliates and any other factors which it may deem proper and relevant.

 

The maximum number of Options that may be granted under this Plan to Insiders of Reunion is limited such that the number of Common Shares issued from treasury to Insiders within a one-year period, or issuable to Insiders at any time, under the Plan and any other security of compensation arrangements, shall not exceed 10% of the number of Common Shares then outstanding.

 

Reunion Equity Compensation Plan (August 2022)Page 8 of 34

 

 

4.2          Incentive Stock Options.

 

The following provisions will apply only to Incentive Stock Options granted to U.S. Taxpayers under the Plan:

 

(a)No Incentive Stock Option may be granted to any Employee, Director or Consultant who, at the time such Option is granted: (i) is not an employee of Reunion or any Parent Corporation or Subsidiary Corporation of Reunion; or (ii) owns securities possessing more than 10% of the total combined voting power of all classes of securities of Reunion or any Parent Corporation or Subsidiary Corporation of Reunion, except that with respect to provision (ii) hereof, such an Option may be granted to an employee if, at the time the Option is granted, the Option Price is at least 110% of the Fair Market Value of the Optioned Shares, and the Option by its terms is not exercisable after the expiration of five years from the applicable Grant Date.

 

(b)To the extent that the aggregate Fair Market Value of the Common Shares with respect to which Incentive Stock Options (without regard to this Section 4.2(b)) are exercisable for the first time by any individual during any calendar year (under all plans of Reunion or any Parent Corporation or Subsidiary Corporation of Reunion) exceeds US$100,000 (such Fair Market Value to be determined as of the Grant Date of the respective Incentive Stock Options), such Options will be treated as Non-Qualified Stock Options. This Section 4.2(b) will be applied by taking Options into account in the order in which they were granted. If some but not all Options granted on any one day are subject to this Section 4.2(b), then such Options will be apportioned between Incentive Stock Option and Non-Qualified Stock Option treatment in such manner as the Board will determine.

 

(c)No Incentive Stock Option shall be granted more than 10 years from the date the Plan is adopted or the date the Plan is approved by shareholders, whichever is earlier. Notwithstanding that the Plan shall be effective when adopted by the Board, no Incentive Stock Option granted under the Plan may be exercised until the Plan is approved by Reunion’s shareholders, and if such approval is not obtained within 12 months after the date of the Board’s adoption of the Plan, then all Incentive Stock Options previously granted shall terminate for no consideration and shall cease to be outstanding, and, further, the Board shall obtain shareholder approval within 12 months before or after any material amendment to the Plan (including any increase in the total number of Common Shares that may be issued as Incentive Stock Options under the Plan or any change in the class of employees eligible to receive Incentive Stock Options under the Plan).

 

(d)Disability of a holder of an Incentive Stock Option means “permanent and total disability” as defined under Section 22(e)(3) of the Code. If the holder of an Incentive Stock Option ceases to be employed by Reunion and all applicable Parent Corporations and Subsidiary Corporations other than by reason of death, his or her Incentive Stock Options shall be eligible for treatment as such only if exercised (i) no later than 12 months following such termination if due to Disability or (ii) no later than three months following such termination if due to any other reason. By accepting an Option granted as an Incentive Stock Option under this Plan, a U.S. Taxpayer agrees to notify Reunion in writing promptly after the U.S. Taxpayer disposes of any Common Shares acquired pursuant to the exercise of such Option if the disposition occurs on or before the later of (A) the second anniversary of the grant date and (B) the first anniversary of the exercise of the Option (or the first anniversary of the date of vesting of such Option-acquired Common Shares, if initially subject to a substantial risk of forfeiture), such notification to include the date and terms of the disposition and such other information as Reunion may reasonably require. The following shall be prohibited with respect to an Incentive Stock Option absent disclosure of potential United States federal income tax consequences to the Participant affected thereby: (i) Net Exercise (pursuant to Section 6.4 hereof); (ii) exercise while unvested; and (iii) modification of an outstanding Incentive Stock Option in such a manner as would provide an additional benefit to the holder, including a reduction of the Exercise Price or extension of the Option expiration date.

 

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4.3          Option Agreement.

 

Each Option granted by the Board shall be evidenced by an Option Agreement between the Participant and Reunion in the form attached as Schedule A or such other form(s) as may be approved by the Board from time to time. Each Option Agreement shall specify the number of Optioned Shares, the Option Price, and the terms and conditions of the Option as specified in the Grant Resolution.

 

4.4          Option Price.

 

The Option Price per Optioned Share at the time any Option is granted shall be the greater of:

 

(a)the Fair Market Value of the Common Shares on the Grant Date; and

 

(b)the closing price of the Common Shares on the Exchange on the Grant Date, if applicable;

 

provided, that in the case of a U.S. Taxpayer, the minimum Option Price of a Stock Option must not be less than the Fair Market Value of the Common Shares subject to the Stock Option (or such greater amount required under Section 4.2(a) hereof).

 

4.5          Prohibition on Transfer, Assignment or Pledge of Options.

 

Options are personal to the Participant. No Participant may deal with any Option or any interest in it or transfer or assign any Option held by the Participant, except in the event of death or incapacity, where an Option may be transferred to the Participant’s heirs, executors, administrators, trustees, personal legal representatives or the like, subject to all the terms of the Plan and applicable Option Agreement, which shall be binding upon them; provided, that an Incentive Stock Option shall not be transferable by a Participant otherwise than by will or the laws of descent and distribution, and may be exercised during the Participant’s lifetime only by the Participant. A purported transfer or assignment of any Option in any other circumstances will not be valid, and Reunion will not issue any Common Shares upon the attempted exercise of any such improperly transferred or assigned Option. A Participant may not mortgage, hypothecate, pledge or grant a security interest in any Option.

 

ARTICLE 5 - VESTING OF OPTIONS

 

5.1          Vesting Specified in the Option Agreement.

 

The Option Agreement shall specify the date or dates upon which a Participant’s right to purchase the Optioned Shares shall vest (including subject to the attainment of certain financial results or other performance criteria). The Board shall have the discretion to provide for early vesting of any Option or Options.

 

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ARTICLE 6 - EXERCISE OF OPTIONS

 

6.1          Exercise of Options.

 

Options shall be exercisable in the manner determined in the Grant Resolution and set forth in the Option Agreement (subject to acceleration by the Board) as to all or any lesser number of the Optioned Shares in respect of which the Participant’s right to purchase Optioned Shares has vested.

 

6.2          Exercise Procedure.

 

Options shall be exercised by written notice to Reunion specifying the number of Optioned Shares in respect of which such Option is then being exercised (Notice), and such Notice shall include payment in full of the applicable Option Price and any Applicable Withholding Taxes by way of cash or by certified cheque, bank draft, money order or wire transfer payable to Field Trip or by such other means as may be specified from time to time by Reunion.

 

Subject to the approval of the Board, a Participant may exercise any Option on a cashless basis. In such event, a Participant may file a Notice in a form satisfactory to Reunion and elect to surrender a number of vested Options in exchange for an amount equal to (i) the aggregate Fair Market Value of the Optioned Shares underlying the vested Options being surrendered, minus (ii) the aggregate of the Option Price of the Optioned Shares underlying the vested Options being surrendered and any Applicable Withholding Taxes. Reunion shall satisfy the payment of such amount by issuing to the Participant such number of Common Shares (rounded down to the nearest whole number) with an aggregate Fair Market Value equal to such amount. Employees in the United States are hereby notified that utilizing the cashless exercise feature may result in negative tax consequences for both Incentive Stock Options and Non-Qualified Stock Options.

 

Subject to the approval of the Board, a Participant may exercise any Option pursuant to a broker-assisted cashless exercise, whereby the Participant shall elect on the Notice to receive:

 

(a)an amount in cash equal to the cash proceeds realized upon the sale in the capital markets of the Common Shares underlying the Options by a securities dealer designated by Reunion, less the aggregate Option Price, any Applicable Withholding Taxes, and any transfer costs charged by the securities dealer to sell the Common Shares;

 

(b)an aggregate number of Common Shares that is equal to the number of Common Shares underlying the Options minus the number of Common Shares sold in the capital markets by a securities dealer designated by Reunion as required to realize cash proceeds equal to the aggregate Option Price, any Applicable Withholding Taxes and any transfer costs charged by the securities dealer to sell the Common Shares; or

 

(c)a combination of (a) and (b).

 

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6.3          Issuance of Shares.

 

Following the exercise of the Option, Reunion shall take all actions necessary to issue fully paid and non-assessable Optioned Shares to the Participant, following which the Participant shall have no further rights, title or interest with respect to such Option. The obligation of Reunion to issue and deliver any Common Shares in accordance with this Plan shall be subject to any necessary approval of any stock exchange or regulatory authority having jurisdiction over the securities of Reunion. If any Common Shares cannot be issued to any Participant upon the exercise of an Option by reason of any stock exchange or regulatory authority, the obligation of Reunion to issue such Common Shares shall terminate, and any Option Price paid to Reunion in respect of the exercise of such Option shall be returned to the Participant.

 

ARTICLE 7 - EXPIRATION AND TERMINATION OF OPTIONS

 

7.1          Expiry of Options.

 

The Board will, at the time the Option is granted, determine the date(s) upon which an Option will expire, which date(s) cannot be greater than 10 years from the Grant Date. On the expiry of an Option, the Option will be null, void and of no effect. Notwithstanding the foregoing, if the expiration date of an Option falls within a Blackout Period or within ten days after a Blackout Period Expiry Date, the expiration date of the Option will be the date which is ten business days after the Blackout Period Expiry Date (Blackout Extension Date); provided that the Blackout Extension Date shall be available (a) only when the Blackout Period is self-imposed by Reunion, and (b) to all Participants under the Plan, under the same terms and conditions; provided further that application of the foregoing extension shall limited in the case of a U.S. Taxpayer to the minimum extent necessary to comply with the requirements of Code Sections 409A, 422, 434, as applicable. For greater certainty, the Board does not have discretion to extend the Blackout Extension Date beyond ten business days after the Blackout Period Expiry Date.

 

7.2          Termination.

 

Options that are not vested as of the Participant’s Termination Date for any reason shall automatically terminate on the Termination Date, and, except as may be required to comply with the minimum requirements of applicable employment standards legislation, no amount shall be payable to the Participant in respect thereof as compensation, damages or otherwise, including on account of severance, payment in lieu of notice or damages for wrongful dismissal.

 

In the event a Participant ceases to be an Employee, Director or Consultant other than as a result of a termination for Cause or the Participant’s death, then unless otherwise provided in the Grant Resolution, the Participant may, within 90 days after the Participant’s Termination Date, or such shorter period as is remaining in the term of the Options, exercise the Participant’s vested Options in accordance with Article 6. At the end of such 90-day period or such shorter period as is remaining in the term of the Options, the unexercised Options shall automatically terminate, be forfeited for no consideration and be of no further force or effect and, except as may be required to comply with the minimum requirements of applicable employment standards legislation, no amount shall be payable to the Participant in respect thereof as compensation, damages or otherwise, including on account of severance, payment in lieu of notice or damages for wrongful dismissal.

 

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In the event a Participant ceases to be an Employee, Director, or Consultant as a result of the Participant’s death, then unless otherwise provided in the Grant Resolution, the legal representative of the Participant’s estate may, within one year after the Participant’s Termination Date, or such shorter period as is remaining in the term of the Options, exercise the Participant’s vested Options in accordance with Article 6. At the end of such one -year period or such shorter period as is remaining in the term of the Options, the unexercised Options shall automatically terminate, be forfeited for no consideration and be of no further force or effect and, except as may be required to comply with the minimum requirements of applicable employment standards legislation, no amount shall be payable to the Participant’s estate in respect thereof as compensation, damages or otherwise.

 

In the event a Participant ceases to be an Employee, Director, or Consultant as a result of being terminated for Cause, all Options that are held by such Participant, whether vested or unvested, shall automatically terminate on the Termination Date, and, except as may be required to comply with the minimum requirements of applicable employment standards legislation, no amount shall be payable to the Participant in respect thereof as compensation, damages or otherwise, including on account of severance, payment in lieu of notice or damages for wrongful dismissal.

 

The Plan may take away or limit a Participant’s common or civil law rights, as applicable, to Options, Common Shares and payments hereunder and any common or civil law rights, as applicable, to damages as compensation for the loss, or continued vesting, of Options, Common Shares or payments during any reasonable notice period. Any applicable severance period or reasonable notice period shall not be considered a period of employment or engagement for the purposes of a Participant’s rights under the Plan.

 

ARTICLE 8 – GRANT OF SHARE UNITS AND RIGHTS OF PARTICIPANT

 

8.1           Grant of RSUs or PSUs.

 

The Board may, at any time and from time to time, grant RSUs or PSUs to such Employees and Consultants, and RSUs to such Directors, in each case as it may select, subject to the provisions of this Plan, and provided that the total number of Common Shares acquired upon settlement of RSUs and PSUs shall not at any time exceed the maximum set forth in Section 3.1. The grant of an RSU or PSU to a Participant at any time shall neither entitle such Participant to receive, nor preclude such Participant from receiving, a subsequent grant of an RSU or PSU.

 

The Board shall make all necessary or desirable determinations regarding the granting of RSUs and PSUs and may take into consideration the present and potential contributions of a particular Employee, Director (in the case of RSUs only) or Consultant to the success of Reunion and its Affiliates and any other factors which it may deem proper and relevant.

 

Each RSU and PSU granted by the Board shall be evidenced by an RSU Agreement or PSU Agreement, as applicable. Unless otherwise provided in the applicable Award Agreement, RSUs and PSUs granted to a Participant shall be awarded solely in respect of services provided by such Participant in the calendar year in which the Grant Date occurs. In all cases, the RSUs and PSUs shall be in addition to, and not in substitution for or in lieu of, ordinary salary and wages payable to a Participant in respect of his or her services to his or her Employer.

 

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8.2Dividend Share Units.

 

When regular dividends (other than stock dividends) are paid on Common Shares, additional Share Units (Dividend Share Units) shall be credited to a Participant’s Share Unit Account as of the dividend payment date. The number of Dividend Share Units to be credited to the Participant’s Share Unit Account shall be determined by multiplying the aggregate number of Share Units held by the Participant on the relevant record date by the amount of the dividend paid by Reunion on each Common Share, and dividing the result by the Fair Market Value on the dividend payment date, which Dividend Share Units shall be in the form of RSUs or PSUs, as applicable. Dividend Share Units credited to a Participant’s Share Unit Account in accordance with this Section 8.2 shall be subject to the same vesting and settlement conditions applicable to the related RSUs or PSUs.

 

8.3Share Unit Accounts.

 

An account, called a “Share Unit Account”, shall be maintained by Reunion or a third-party administrator for each Participant and will be credited with such grants of RSUs, PSUs or Dividend Share Units as are received by the Participant from time to time. Share Units that fail to vest or that are settled in accordance with Section 10.1 shall be cancelled and shall cease to be recorded in the Participant’s Share Unit Account as of the date on which such Share Units are forfeited or cancelled under the Plan or are settled, as the case may be. Where a Participant has been granted one or more RSUs or PSUs, such RSUs and PSUs (and related Dividend Share Units) shall be recorded separately in the Participant’s Share Unit Account. Reunion shall be permitted, in its sole and absolute discretion, to settle any Dividend Share Units issued under this Plan in cash. Any cash payments made under this Section 8.3 to a Participant in respect of Dividend Share Units shall be calculated by multiplying the number of Dividend Share Units to be redeemed for cash by the Fair Market Value per Common Share as at the settlement date.

 

ARTICLE 9 – VESTING AND OTHER TERMS OF SHARE UNITS

 

9.1Vesting and Other Terms Specified in the RSU Agreement.

 

Each RSU Agreement shall set forth: (i) the Grant Date of the RSUs; (ii) the number of RSUs subject to such Award; and (iii) the applicable vesting schedule, and may specify such other terms and conditions consistent with the terms of the Plan as the Board shall determine or as shall be required under any other provision of the Plan. The Board shall have the discretion to provide for early vesting of any RSU provided that, and except as provided in Sections 11.1 and 12.1 no RSUs issued to a Participant may vest before the date that is one year following the date they are granted.

 

9.2Vesting and Other Terms Specified in the PSU Agreement.

 

Each PSU Agreement shall set forth: (i) the Grant Date of the PSUs; (ii) the number of PSUs subject to such Award; (iii) the applicable vesting schedule; and (iv) any applicable Performance Vesting Conditions and Performance Period and may specify such other terms and conditions consistent with the terms of the Plan as the Board shall determine or as shall be required under any other provision of the Plan. The Board shall have the discretion to provide for early vesting of any PSU provided that, and except as provided in Sections 11.1 and 12.1, no PSUs issued to a Participant may vest before the date that is one year following the date they are granted.

 

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ARTICLE 10 – SETTLEMENT OF SHARE UNITS

 

10.1Settlement of Share Units.

 

On or as soon as practicable following the vesting date of a Share Unit, subject to Section 15.11, Reunion shall issue from treasury the number of Common Shares that is equal to the number of vested Share Units held by the Participant as at the vesting date (rounded down to the nearest whole number), as fully paid and non-assessable Common Shares (net of Common Shares withheld to satisfy any Applicable Withholding Taxes). Upon settlement of such Share Units, the corresponding number of Share Units credited to the Participant’s Share Unit Account shall be cancelled and the Participant shall have no further rights, title or interest with respect thereto.

 

For further clarity, with respect to a Share Unit held by a U.S. Taxpayer, settlement shall occur within 90 days following the vesting date originally specified in the Award Agreement, pursuant to which such Share Unit was granted.

 

ARTICLE 11 – TERMINATION OF SHARE UNITS

 

11.1Termination.

 

In the event a Participant ceases to be an Employee, Director or Consultant other than as a result of death or disability, Share Units that are not vested as of the Participant’s Termination Date for any reason shall automatically terminate on the Termination Date, and, except as may be required to comply with the minimum requirements of applicable employment standards legislation, no amount shall be payable to the Participant in respect thereof as compensation, damages or otherwise, including on account of severance, payment in lieu of notice or damages for wrongful dismissal.

 

In the event a Participant ceases to be an Employee, Director or Consultant as a result of death or disability, Share Units that are not vested as of the Participant’s Termination Date shall be deemed to vest on the Termination Date: (i) in the case of RSUs, in the proportion that the time a Participant was an Employee, Director or Consultant during the particular vesting period, as provided in the applicable RSU Agreement, is of the entire time of the particular vesting period, as provided in the applicable RSU Agreement; and (ii) in the case of PSUs, in the same proportion that Performance Vesting Conditions in respect of a particular Performance Period have been achieved by the Employee or Consultant, as the case may be, is of all of the Performance Vesting Conditions in respect of a particular Performance Period, as provided in the applicable PSU Agreement. For further clarity, with respect to a Share Unit held by a U.S. Taxpayer, the foregoing acceleration shall apply in the event of such U.S. Taxpayer’s separation from service (for purposes of Code Section 409A) due to death or disability, and any Share Units that accelerate shall be paid within 90 days following such separation from service.

 

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In the event a Participant ceases to be an Employee, Director or Consultant other than as a result of a termination for Cause, then any vested Share Units in the Participant’s Share Unit Account on the Participant’s Termination Date shall be settled as soon as practicable following the Termination Date in accordance with Section 10.1. For further clarity, with respect to a Share Unit held by a U.S. Taxpayer, (i) if such Share Unit vested in the ordinary course, settlement shall occur within 90 days following the vesting date originally specified in the Award Agreement pursuant to which such Share Unit was granted, and (ii) if the vesting of such Share Unit was accelerated by the Board no later than the U.S. Taxpayer’s separation from service, settlement shall occur within 90 days following such separation from service.

 

In the event a Participant ceases to be an Employee, Director or Consultant as a result of being terminated for Cause, all Share Units that are held by such Participant, whether vested or unvested, shall automatically terminate on the Termination Date, and, except as may be required to comply with the minimum requirements of applicable employment standards legislation, no amount shall be payable to the Participant in respect thereof as compensation, damages or otherwise, including on account of severance, payment in lieu of notice or damages for wrongful dismissal.

 

The Plan may take away or limit a Participant’s common or civil law rights, as applicable, to Share Units and Common Shares and any common or civil law rights, as applicable, to damages as compensation for the loss, or continued vesting, of Share Units and Common Shares during any reasonable notice period. Any applicable severance period or reasonable notice period shall not be considered a period of employment or engagement for the purposes of a Participant’s rights under the Plan.

 

ARTICLE 12 - CHANGE IN CONTROL

 

12.1Change in Control.

 

In the event of a Change in Control, except as otherwise provided in the Grant Resolution, the Board shall provide for the treatment of each outstanding Award as it determines in its sole discretion, which treatment need not be uniform for all Participants and/or Awards and which may include, without limitation, one or more of the following:

 

(a)(i) continuation of such Awards or (ii) conversion of such Awards into, or substitution or replacement of such Awards with, an award with respect to shares of the successor corporation (or a parent or subsidiary thereof) with substantially equivalent terms and value as such Awards (which value as of immediately following such Change in Control shall not exceed the Intrinsic Value of any such Option as of immediately prior to such Change in Control), effected in accordance with Code Sections 409A and 424 to the extent applicable (and any such continued, assumed, substituted or replaced Share Units shall, in the case of a U.S. Taxpayer, be paid, if ever, solely in accordance with the schedule set forth in Sections 10.1 and 11.1 hereof); and/or

 

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(b)acceleration of the vesting and the right to exercise such Option or settle such Share Unit as of immediately, or during a specified period, prior to such Change in Control, and the termination of such Option to the extent such Option is not timely exercised (provided that the foregoing shall not apply in the case of a Share Unit held by a U.S. Taxpayer, but, rather, the last sentence of this Section 12.1(b) shall apply). If the Change of Control is not completed within the time specified therein (as the same may be extended), the Awards which vest pursuant to this Section 12.1(b) shall be returned by Reunion to the Participant and, if exercised or settled, as applicable, the Common Shares issued on such exercise or settlement shall be reinstated as authorized but unissued Common Shares and the original terms applicable to such Awards shall be reinstated, subject to the requirements of the Code in the case of a U.S. Taxpayer. However, in lieu of the first sentence of this Section 12.1(b), the following shall apply in the case of a Share Unit held by a U.S. Taxpayer: Solely if (i) the Change in Control is a change in control event as defined under Code Section 409A and (ii) the surviving, successor or acquiring entity does not assume outstanding Share Units or substitute similar share units for outstanding Share Units, or if the Board otherwise determines in its sole discretion, Reunion may terminate the Plan with respect to, and settle vested Share Units held by, U.S. Taxpayers in accordance with Code Section 409A.

 

For purposes of the application of this Section 12.1 to any outstanding Award, if such Award is subject to performance criteria (including any Performance Vesting Conditions), the level of attainment of such criteria shall be determined by the Board in its sole discretion, including, without limitation, by deeming such criteria attained at the applicable target or maximum level regardless of actual performance, or measuring the attainment of such criteria based on actual performance through such Change in Control or a specified date prior thereto.

 

ARTICLE 13 - SHAREHOLDER RIGHTS

 

13.1Shareholder Rights.

 

A Participant shall have no rights whatsoever as a shareholder in respect of any of the Optioned Shares (including any right to vote or to receive dividends or other distributions therefrom), unless and only to the extent that the Participant shall from time to time duly exercise an Option and become a Shareholder. Share Units shall not be considered Common Shares nor shall they entitle a Participant to any interest in or title to any Common Shares or to exercise voting rights or any other rights attaching to the Common Shares.

 

ARTICLE 14 - CERTAIN ADJUSTMENTS

 

14.1Adjustment in the Number of Shares.

 

In the event of any corporate event or transaction involving Reunion or an Affiliate (including, but not limited to, a change in the Common Shares of Reunion or the capitalization of Reunion), such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split-up, spin-off, combination of shares, exchange of shares, dividend in kind, extraordinary cash dividend, amalgamation or other like change in capital structure (other than normal cash dividends to shareholders of Reunion), or any similar corporate event or transaction, the Board, to prevent dilution or enlargement of Participants’ rights under the Plan, shall substitute or adjust, in its sole discretion: (i) the number and kind of shares or other securities that may be granted pursuant to Awards; (ii) the number and kind of shares or other securities subject to outstanding Awards; (iii) the Option Price applicable to outstanding Options; (iv) the number of Share Units in the Participants’ Share Unit Accounts; (v) the vesting of PSUs; and/or (vi) other value determinations (including performance conditions) applicable to the Plan or outstanding Awards; provided, however, that no adjustment will obligate Reunion to issue or sell fractional securities. All adjustments shall be made in good faith compliance with paragraph 7(1.4)(c) of the Act, Code Section 409A and/or Code Section 424, as applicable. For the avoidance of doubt, the purchase of Common Shares or other equity securities of Reunion by a shareholder of Reunion or by any third party from Reunion shall not constitute a corporate event or transaction giving rise to an adjustment pursuant to this Section 14.1.

 

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ARTICLE 15 - GENERAL

 

15.1Notice.

 

Any notice required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or telecopied and addressed to the recipient, and if to Reunion, at its principal office, and if to the Participant, at the address indicated in the Award Agreement or at the Participant’s last known address shown in the records of Reunion or any Affiliate. It is the responsibility of the Participant to advise Reunion of any change in address, and neither Reunion nor any Affiliate shall have any responsibility for any failure by the Participant to do so. Any Participant may change his or her address from time to time by notice in writing to Reunion. Reunion shall give written notice to each Participant of any change of Reunion’s address. Any such notice shall be effective, if delivered, on the date of delivery and, if sent by facsimile, on the day following receipt of the facsimile.

 

15.2No Special Rights.

 

No Participant shall be induced to acquire, settle, or exercise Awards by expectation of employment, engagement or service or continued employment, engagement, or service. Nothing contained in the Plan or by the grant of any Awards shall confer upon any Participant any right with respect to employment, engagement, or service or in continuance of employment, engagement or service with Reunion or any of its Affiliates or interfere in any way with the right of Reunion or any of its Affiliates to terminate a Participant’s employment, engagement or service at any time. Nothing in this Plan may be construed to provide any Participant with any rights whatsoever to compensation or damages in lieu of notice or continued participation in, or entitlements under, the Plan as a consequence of a Participant’s termination of employment or service (regardless of the reason for the termination and the party causing the termination, including a termination without Cause) . The Plan does not give any Participant any right to claim any benefit or compensation except to the extent specifically provided in the Plan. Participation in the Plan by a Participant shall be voluntary.

 

15.3Other Employee Benefits.

 

The amount of any compensation received or deemed to be received by a Participant as a result of his or her participation in the Plan will not constitute compensation, earnings or wages with respect to which any other employee benefits of that Participant are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, insurance, termination, severance or salary continuation plan or any other employee benefit plans, nor under any applicable employment standards or other legislation, except as otherwise specifically determined by the Board.

 

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15.4Amendment.

 

The Board may amend or suspend any provision of the Plan or any Award or Award Agreement, or terminate this Plan, at any time without approval of security holders, subject to those provisions of applicable law and the rules, regulations and policies of the Exchange, if any, that require the approval of security holders or any governmental or regulatory body regardless of whether any such amendment or suspension is material, fundamental or otherwise, and notwithstanding any rule of common law or equity to the contrary. However, except as expressly set forth herein, including in Section 15.7 and Section 15.11(b), or as required pursuant to applicable law, no action of the Board or security holders may materially adversely alter or impair the rights of a Participant under any Award previously granted to the Participant without the consent of the affected Participant.

 

(a)Without limiting the generality of the foregoing, the Board may make the following types of amendments to this Plan or any Award without seeking security holder approval:

 

i.amendments of a “housekeeping” or administrative nature, including any amendment for the purpose of curing any ambiguity, error or omission in this Plan or any Award or to correct or supplement any provision of this Plan or any Award that is inconsistent with any other provision of this Plan or any Award;

 

ii.amendments necessary to comply with the provisions of applicable law or the rules, regulations and policies of any stock exchange on which the Common Shares are listed;

 

iii.amendments necessary for Awards to qualify for favourable treatment under applicable tax laws;

 

iv.amendments to the vesting provisions of this Plan or any Award;

 

v.amendments to include or modify a cashless exercise feature, payable in cash or Common Shares;

 

vi.amendments to the termination or early termination provisions of this Plan or any Award, whether or not such Award is held by an Insider, provided such amendment does not entail an extension beyond the original expiry date of an Option; and

 

vii.amendments necessary to suspend or terminate this Plan.

 

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(b)Shareholder approval will be required for the following types of amendments:

 

i.any amendment to increase the maximum number of Common Shares issuable under this Plan, other than pursuant to Section 14.1;

 

ii.any amendment which reduces the Option Price of an Option or that would be treated as a “repricing” under the then-applicable rules, regulations or listing requirements adopted by the exchange(s) on which the Common Shares are then listed, in each case, other than pursuant to Sections 14.1;

 

iii.any amendment extending the term of an Option beyond the original expiry date, except as provided in Section 7.1;

 

iv.any amendment which deletes or reduces the range of amendments which require approval by the Shareholders of Reunion under this Section 15.4;

 

v.any amendment that would permit the introduction or reintroduction of non-employee directors as eligible Participants on a discretionary basis or any amendment that increases the limits previously imposed on non-employee director participation;

 

vi.any amendment which would allow for the transfer or assignment of Awards under this Plan, other than for normal estate settlement purposes; and

 

vii.amendments required to be approved by Shareholders under applicable law or the rules, regulations, and policies of any stock exchange on which the Common Shares are listed.

 

15.5No Undertaking or Representation; No Constraint on Corporate Action.

 

Each Participant, by participating in the Plan and upon executing an Award Agreement, shall be deemed to have accepted all risks associated with acquiring Common Shares (including Optioned Shares) pursuant to the Plan. Reunion hereby informs each Participant that the Awards and the Common Shares (including Optioned Shares) are subject to, and may be required to be held indefinitely under, applicable securities laws. Reunion, its Affiliates and the Board make no undertaking, representation, warranty or guarantee as to the future value or price, or as to the listing on any stock exchange or other market, of any Common Shares issued in accordance with the provisions of the Plan, and shall not be liable to any Participant for any loss whatsoever resulting from that Participant’s participation in the Plan or as a result of the amendment, suspension or termination of the Plan or any Award.

 

Reunion Equity Compensation Plan (August 2022)Page 20 of 34

 

 

Nothing herein shall be construed to (i) limit, impair or otherwise affect Reunion’s right or power to make adjustments, reclassifications, reorganizations or changes of or to its capital or business structure or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets; or (ii) limit the right or power of Reunion to take any action that it deems to be necessary or appropriate.

 

15.6Applicable Law.

 

This Plan and the provisions hereof shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

 

15.7Compliance with Applicable Law.

 

If any provision of the Plan or any Award contravenes any law or any order, policy, by-law, rule or regulation of any regulatory body or stock exchange having jurisdiction or authority over the securities of Reunion or its Affiliates or the Plan, then such provision may in the sole discretion of the Board be amended to the extent considered necessary or desirable to bring such provision into compliance therewith, and appropriate consideration shall be paid by Reunion to the extent that a Participant is adversely affected by such amendment.

 

Notwithstanding any other provision in this Plan, Reunion will have no obligation to issue or deliver Common Shares under this Plan prior to: (a) obtaining any approvals from such governmental agencies that Reunion determines are necessary or advisable and/or (b) completion of any registration or other qualification of such Common Shares under any U.S. or Canadian provincial, state or federal law or any foreign law or ruling of any governmental body that Reunion determines to be necessary or advisable. Reunion will be under no obligation to register the Common Shares or to effect compliance with the registration, qualification or listing requirements of any U.S. or Canadian provincial, state or federal securities laws, foreign securities laws, or stock exchange or automated quotation system, and Reunion will have no liability for any inability or failure to do so.

 

15.8Unfunded Plan.

 

This Plan is unfunded. To the extent any individual holds any rights under the Plan, such rights (unless otherwise determined by the Board) are no greater than the rights of a general unsecured creditor of Reunion. The Plan is not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended.

 

15.9Priority of Agreements.

 

In the event of any inconsistency or conflict between the provisions of the Plan and any Award Agreement, the provisions of the Plan shall prevail. Unless otherwise provided herein, in the event of any inconsistency or conflict between the provisions of the Plan or any Award Agreement, on the one hand, and a Participant’s employment or service agreement with Reunion or its Affiliate, on the other hand, the provisions of the employment or service agreement shall prevail.

 

Reunion Equity Compensation Plan (August 2022)Page 21 of 34

 

 

15.10Successors and Assigns.

 

The Plan shall be binding on all successors and assigns of Reunion and each Participant, including without limitation, the legal representative of a Participant, or any receiver or trustee in bankruptcy or representative of the creditors of Reunion or a Participant.

 

15.11Tax Consequences.

 

(a)It is the responsibility of the Participant to complete and file any tax returns which may be required under any applicable tax laws within the periods specified in those laws as a result of the Participant’s participation in the Plan. Reunion shall not be held responsible for any tax consequences to the Participant as a result of the Participant’s participation in the Plan. Notwithstanding any other provision of this Plan, a Participant shall be solely responsible for all Applicable Withholding Taxes resulting from his or her receipt of Common Shares or other property pursuant to this Plan. The exercise of each Option and the settlement of each Share Unit granted under the Plan is subject to the condition that if at any time Reunion determines, in its discretion, that the satisfaction of any Applicable Withholding Taxes is required under applicable law in respect of such exercise or settlement, such exercise or settlement is not effective unless such withholding has been affected to the satisfaction of Reunion. In connection with the issuance of Common Shares or other property pursuant to the Plan or any other taxable event, Reunion may require a Participant to: (i) pay to Reunion sufficient cash as is reasonably determined by Reunion to be the amount necessary to permit the required tax remittance to the relevant taxing authority; (ii) authorize a securities dealer designated by Reunion to sell in the capital markets, on behalf of the Participant, a portion of the Common Shares issued hereunder to realize cash proceeds to be used to satisfy the Applicable Withholding Taxes; (iii) elect to surrender, subject to the prior consent of Reunion, such number of vested Share Units to Reunion for an amount which shall be used to satisfy the Applicable Withholding Taxes, provided, that the number of vested Share Units that may be surrendered shall be equal to the Applicable Withholding Taxes divided by the Fair Market Value of a Common Share on the applicable date (rounded up to the nearest whole Common Share); or (iv) make other arrangements acceptable to Reunion to fund the Applicable Withholding Taxes.

 

Reunion Equity Compensation Plan (August 2022)Page 22 of 34

 

 

(b)Each Award granted to or held while a U.S. Taxpayer is intended to be compliant with or exempt from Code Section 409A, and this Plan and all Option Agreements entered into with U.S. Taxpayers hereunder shall be construed and interpreted consistent with such intent, and any provisions that cannot be so construed or interpreted shall be disregarded. Notwithstanding the foregoing, to the extent that any Award granted to a U.S. Taxpayer is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, such Award will be subject to such additional rules and requirements as specified by the Board from time to time in order to comply with Code Section 409A. If any provision of the Plan contravenes Code Section 409A or could cause the U.S. Taxpayer to incur any tax, interest or penalties under Code Section 409A, the Board may, in its sole discretion and without the U.S. Taxpayer’s consent, modify such provision to: (i) comply with, or avoid being subject to, Code Section 409A, or to avoid the incurrence of taxes, interest and penalties under Code Section 409A; and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the U.S. Taxpayer of the applicable provision without materially increasing the cost to Reunion or contravening Code Section 409A. However, Reunion will have no obligation to modify the Plan or any Award and does not guarantee that Awards will not be subject to taxes, interest and penalties under Code Section 409A, and neither Reunion nor any of its Affiliates shall be liable for any taxes, penalties or interest that may be imposed on a Participant under Section 409A or for any damages for failing to comply with or be exempt from Code Section 409A. A Non-Qualified Stock Option shall not be granted to a U.S. Taxpayer unless the Common Shares constitute “service recipient stock” with respect to such U.S. Taxpayer within the meaning of Code Section 409A. Any action otherwise contemplated under the Plan shall, with respect to an Award held by a U.S. Taxpayer, be so taken solely to the extent permitted under, and in good-faith compliance with, Code Sections 409A, 422 and 424, and any payments or other consideration otherwise payable under the Plan in respect of an Award in connection with a Change in Control shall, in the case of an Award held by a U.S. Taxpayer, be limited, accelerated or delayed, as applicable, to the minimum extent necessary to avoid taxation under Code Section 409A. In the case of an Award subject to Code Section 409A, all payments to be made upon (or on a timeline determined by reference to) a U.S. Taxpayer’s termination date shall only be made upon a “separation from service” as defined under Code Section 409A, and "Termination Date", “termination,” “termination of employment” and like terms will be construed accordingly. If on the date of the U.S. Taxpayer’s separation from service Reunion’s Common Shares (or stock of any other company that is required to be aggregated with Reunion in accordance with the requirements of Code Section 409A) are publicly traded on an established securities market or otherwise and the U.S. Taxpayer is a “specified employee” for purposes of Code Section 409A, then the benefits payable to the U.S. Taxpayer under the Plan due to the U.S. Taxpayer’s separation from service shall be postponed until the later of the originally scheduled payment date and six months following the U.S. Taxpayer’s separation from service. Any postponed amount shall be paid to the U.S. Taxpayer in a lump sum within 30 days after the later of the originally scheduled payment date and the date that is six months following the U.S. Taxpayer’s separation from service. If the U.S. Taxpayer dies during such six-month period and prior to the payment of the postponed amounts hereunder, the amounts delayed on account of Code Section 409A shall be paid to the U.S. Taxpayer’s estate within 60 days following the U.S. Taxpayer’s death. With respect to U.S. Taxpayers, the acceleration or delay of the time or schedule of any vesting or payment under the Plan that is subject to (or would make an Award subject to) Code Section 409A is prohibited except as provided in regulations and administrative guidance promulgated under Code Section 409A.

 

(c)The Company and the Board make no guarantees regarding, and shall have no liability to any person in connection with, the tax treatment of any Awards or Common Shares or payments in respect thereof, including their taxation, qualification or exemption from Section 409A, 457A, 422, 424 and/or 4999 of the Code, and neither of them has any obligation to take action to prevent the assessment of tax thereunder or otherwise.

 

15.12Severability.

 

If any provision of this Plan shall be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Plan and the remaining provisions shall continue in full force and effect.

 

Reunion Equity Compensation Plan (August 2022)Page 23 of 34

 

 

15.13Effective Date.

 

This Plan was effective as of August 11, 2022.

 

Reunion Equity Compensation Plan (August 2022)Page 24 of 34

 

 

Schedule “A”

 

STOCK OPTION AGREEMENT

PURSUANT TO THE REUNION NEUROSCIENCE INC.,

EQUITY COMPENSATION PLAN

 

This agreement (Agreement) is effective as of g, 20 g between Reunion Neuroscience Inc., (Reunion) and g (the Optionee).

 

Preliminary Statement

 

The Board hereby grants this stock option (the “Option”) as of g (the “Grant Date”), pursuant to the Reunion Neuroscience Inc., Equity Compensation Plan (as in effect from time to time, the “Plan”), to purchase Optioned Shares, to the Optionee. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Optionee. By signing and returning this Agreement, the Optionee acknowledges having received and read a copy of the Plan, including the early termination provisions set out in Article 7, and agrees to comply with it, this Agreement and all applicable laws and regulations.

 

[The Option is a Non-Qualified Stock Option and is not intended to qualify under Code Section 422.] OR [The Option is an Incentive Stock Option and is intended to qualify under Code Section 422.] [NTD: To insert appropriate language for grants to US taxpayers and delete for Canadian & EU taxpayers.]

 

Accordingly, the parties hereto agree as follows:

 

1.Contractual Arrangements. The grant of Options evidenced by this Agreement represents a portion of g Options reserved for issuance to you upon the terms and conditions set forth in your [employment/services] agreement dated g. [NTD: enter correct option for employee vs. contractor]

 

2.Common Shares Subject to Option. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, and in consideration of services provided by the Optionee to Reunion or any of its Affiliates, the Option entitles the Optionee to purchase from Reunion, upon exercise, g Optioned Shares at the Option Price of $ g per Optioned Share at the times set forth in Section 2 below. [NTD: Insert applicable exercise price per share in accordance with Section 4.4.]

 

3.Vesting and Exercise. The Option shall vest and become exercisable over g years, g of which will vest after g , and the remainder which will vest in g equal monthly installments thereafter, provided, with respect to each vesting date, that the Optionee has not experienced a Termination Date prior to such date. There shall be no proportionate or partial vesting in the periods prior to each applicable vesting date.

 

4.Option Term. The term of the Option shall be until the tenth (10th) anniversary of the Grant Date, after which time it shall expire (the “Expiration Date”). Upon the Expiration Date, the Option shall be canceled for no consideration and no longer be exercisable. The Option is subject to termination prior to the Expiration Date to the extent provided in Article 7 of the Plan.

 

Reunion Equity Compensation Plan (August 2022)Page 25 of 34

 

 

5.Provisions of the Plan Control. This Agreement is subject to all the terms, conditions, and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Board and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control.

 

6.Severability of Provisions. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Agreement shall be construed and enforced as if such provisions had not been included.

 

7.Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

 

8.Financial, Legal and Tax Advice. The Optionee acknowledges that he or she has had the opportunity to consult with his or her own financial, legal and tax advisors with respect to participation in the Plan and the receipt of Options hereunder.

 

9.Privacy. The Optionee agrees to provide Reunion with all information (including personal information) required by Reunion to administer the Plan. The Optionee acknowledges that such information may be disclosed to the Board or such officers, employees or other persons involved in the administration of the Plan and hereby consents to such disclosure.

 

10.Language Consent. Reunion and the Optionee acknowledge that it is their express wish that this Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English only. Consentement relatif à la langue utilisée. Les parties reconnaissent avoir exigé que cette convention ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente soient rédigés en anglais uniquement.

 

**************

 

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

 

  REUNION NEUROSCIENCE INC.,
   
  By:  
  Name:  
  Title:  

 

Reunion Equity Compensation Plan (August 2022)Page 26 of 34

 

 

I agree to the terms and conditions set out herein and confirm and acknowledge that I have not been induced to enter into this Agreement or acquire any Option or Common Shares by expectation of employment or engagement or continued employment or engagement with Reunion or any of its Affiliates. I confirm and acknowledge that I have received and reviewed a copy of the Plan and that I understand and accept its terms and provisions, including the early termination provisions set out in Article 7 of the Plan that provide that my Options may be forfeited for no consideration upon various events of termination, including a termination with or without Cause.

 

I agree to provide Reunion with all information (including personal information) required by Reunion to administer the Plan. I consent to Reunion and any of its Affiliates sharing and exchanging my information held in order to administer and operate the Plan (including personal details, data relating to my participation, salary, taxation and employment and sensitive personal data, including data relating to physical or mental health, criminal conviction or the alleged commission of offences) (“my Information”) and providing the Board, Reunion’s and/or any of its Affiliates’ agents, officers, employees and/or third parties with my Information for the administration and operation of the Plan. I acknowledge that the collection, processing, and transfer of my Information is important to the Plan administration and that failure to consent to same may prohibit participation in the Plan or my receipt of the Option.

 

 

 

Optionee Signature

 

  

Optionee Name (please print)

 

CHECK THE BOX BELOW, IF APPLICABLE:

 

¨ I am a U.S. Taxpayer, and I understand that the provisions of the Plan specific to U.S. Taxpayers and to the application of the Code shall apply to the Option granted to me hereunder. [Without limitation, I understand that the Option is a Non-Qualified Stock Option, no portion of which is intended to qualify as an “incentive stock option” under Code Section 422.] OR [Without limitation, I understand that the Option is intended to qualify as an Incentive Stock Option under Code Section 422, but, if and to the extent disqualified, will be treated as a Non-Qualified Stock Option.] [NTD: Insert applicable language.]

 

Reunion Equity Compensation Plan (August 2022)Page 27 of 34

 

 

Schedule “B”

 

PSU AGREEMENT

PURSUANT TO THE REUNION NEUROSCIENCE INC.,

EQUITY COMPENSATION PLAN

 

This agreement (Agreement) is effective as of g, 20 g between Reunion Neuroscience Inc. (Reunion) and g (the Participant).      

 

Preliminary Statement

 

The Board hereby grants this PSU (the “PSU”) as of g (the “Grant Date”), pursuant to the Reunion Neuroscience Inc., Equity Compensation Plan (as in effect from time to time, the “Plan”), to the Participant. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Participant. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan, including the early termination provisions set out in Article 11, and agrees to comply with it, this Agreement and all applicable laws and regulations.

 

Accordingly, the parties hereto agree as follows:

 

1.Contractual Arrangements. The grant of PSUs evidenced by this Agreement represents a portion of g PSUs reserved for issuance to you upon the terms and conditions set forth in your [employment/services] agreement dated g . [NTD: enter correct option for employee vs. contractor]

 

2.Common Shares Subject to PSU. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, and in consideration of services provided by the Participant to Reunion or any of its Affiliates, the PSU entitles the Participant to receive from Reunion g Common Shares at the times set forth in Section 3 below.

 

3.Vesting. The PSU shall vest and become exercisable provided the following Performance Vesting Conditions are met over the period of g (the "Performance Period" 1):

 

g

 

g

 

g

 

The PSU shall vest and become exercisable as provided above, provided, with respect to each vesting date, that the Participant has not experienced a Termination Date prior to such date, other than due to death or disability. There shall be no proportionate or partial vesting in the periods prior to each applicable vesting date, other than in the case of termination prior to such applicable vesting date due to death or disability.

 

 

1 Note to Draft: To review Performance Vesting Conditions for U.S. Taxpayers to ensure that vesting date is identified with sufficient clarity.

 

Reunion Equity Compensation Plan (August 2022)Page 28 of 34

 

 

4.Provisions of the Plan Control. This Agreement is subject to all the terms, conditions, and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Board and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control.

 

5.Severability of Provisions. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Agreement shall be construed and enforced as if such provisions had not been included.

 

6.Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

 

7.Financial, Legal and Tax Advice. The Participant acknowledges that he or she has had the opportunity to consult with his or her own financial, legal and tax advisors with respect to participation in the Plan and the receipt of PSUs hereunder.

 

8.Privacy. The Participant agrees to provide Reunion with all information (including personal information) required by Reunion to administer the Plan. The Participant acknowledges that such information may be disclosed to the Board, or such officers, employees or other persons involved in the administration of the Plan and hereby consents to such disclosure.

 

9.Language Consent. Reunion and the Participant acknowledge that it is their express wish that this Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English only. Consentement relatif à la langue utilisée. Les parties reconnaissent avoir exigé que cette convention ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente soient rédigés en anglais uniquement.

 

**************

 

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

 

  REUNION NEUROSCIENCE INC.,
   
  By:  
  Name:  
  Title:  

 

Reunion Equity Compensation Plan (August 2022)Page 29 of 34

 

 

I agree to the terms and conditions set out herein and confirm and acknowledge that I have not been induced to enter into this Agreement or acquire any PSU or Common Shares by expectation of employment or engagement or continued employment or engagement with Reunion or any of its Affiliates. I confirm and acknowledge that I have received and reviewed a copy of the Plan and that I understand and accept its terms and provisions, including the early termination provisions set out in Article 11 of the Plan that provide that my PSUs may be forfeited for no consideration upon various events of termination, including a termination with Cause.

 

I agree to provide Reunion with all information (including personal information) required by Reunion to administer the Plan. I consent to Reunion and any of its Affiliates sharing and exchanging my information held in order to administer and operate the Plan (including personal details, data relating to my participation, salary, taxation and employment and sensitive personal data, including data relating to physical or mental health, criminal conviction or the alleged commission of offences) (“my Information”) and providing the Board, Reunion’s and/or any of its Affiliates’ agents, officers, employees and/or third parties with my Information for the administration and operation of the Plan. I acknowledge that the collection, processing, and transfer of my Information is important to the Plan administration and that failure to consent to same may prohibit participation in the Plan or my receipt of the PSU.

 

 

 

Participant Signature

 

  

Participant Name (please print)

 

CHECK THE BOX BELOW, IF APPLICABLE:

 

¨ I am a U.S. Taxpayer and I understand that the provisions of the Plan specific to U.S. Taxpayers and to the application of the Code shall apply to the Share Units granted to me hereunder.

 

Reunion Equity Compensation Plan (August 2022)Page 30 of 34

 

 

Schedule “C”

 

RSU AGREEMENT

PURSUANT TO THE REUNION NEUROSCIENCE INC.,

EQUITY COMPENSATION PLAN

 

This agreement (Agreement) is effective as of g, 20 g between Reunion Neuroscience Inc., (Reunion) and g (the Participant).  

 

Preliminary Statement

 

The Board hereby grants this RSU (the “RSU”) as of g (the “Grant Date”), pursuant to the Reunion Neuroscience Inc., Equity Compensation Plan (as in effect from time to time, the “Plan”), to the Participant. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Participant. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan, including the early termination provisions set out in Article 11, and agrees to comply with it, this Agreement and all applicable laws and regulations.

 

Accordingly, the parties hereto agree as follows:

 

1.Contractual Arrangements. The grant of RSUs evidenced by this Agreement represents a portion of g RSUs reserved for issuance to you upon the terms and conditions set forth in your [employment/services] agreement dated g. [NTD: enter correct option for

 

employee vs. contractor]

 

2.Common Shares Subject to RSU. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, and in consideration of services provided by the Participant to Reunion or any of its Affiliates, the RSU entitles the Participant to receive from Reunion g Common Shares at the times set forth in Section 3 below.

 

3.Vesting. The RSU shall vest and become exercisable over g years, g of which will vest after g, and the remainder which will vest in g equal monthly installments thereafter, provided, with respect to each vesting date, that the Participant has not experienced a Termination Date prior to such date, other than due to death or disability. There shall be no proportionate or partial vesting in the periods prior to each applicable vesting date, other than in the case of termination prior to such applicable vesting date due to death or disability.

 

4.Provisions of the Plan Control. This Agreement is subject to all the terms, conditions, and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Board and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control.

 

Reunion Equity Compensation Plan (August 2022)Page 31 of 34

 

 

5.Severability of Provisions. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Agreement shall be construed and enforced as if such provisions had not been included.

 

6.Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

 

7.Financial, Legal and Tax Advice. The Participant acknowledges that he or she has had the opportunity to consult with his or her own financial, legal and tax advisors with respect to participation in the Plan and the receipt of RSUs hereunder.

 

8.Privacy. The Participant agrees to provide Reunion with all information (including personal information) required by Reunion to administer the Plan. The Participant acknowledges that such information may be disclosed to the Board, or such officers, employees or other persons involved in the administration of the Plan and hereby consents to such disclosure.

 

9.Language Consent. Reunion and the Participant acknowledge that it is their express wish that this Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English only. Consentement relatif à la langue utilisée. Les parties reconnaissent avoir exigé que cette convention ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente soient rédigés en anglais uniquement.

 

**************

 

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

 

  REUNION NEUROSCIENCE INC.,
   
  By:  
  Name:  
  Title:  

 

Reunion Equity Compensation Plan (August 2022)Page 32 of 34

 

 

I agree to the terms and conditions set out herein and confirm and acknowledge that I have not been induced to enter into this Agreement or acquire any RSU or Common Shares by expectation of employment or engagement or continued employment or engagement with Reunion or any of its Affiliates. I confirm and acknowledge that I have received and reviewed a copy of the Plan and that I understand and accept its terms and provisions, including the early termination provisions set out in Article 11 of the Plan that provide that my RSUs may be forfeited for no consideration upon various events of termination, including a termination with Cause.

 

I agree to provide Reunion with all information (including personal information) required by Reunion to administer the Plan. I consent to Reunion and any of its Affiliates sharing and exchanging my information held in order to administer and operate the Plan (including personal details, data relating to my participation, salary, taxation and employment and sensitive personal data, including data relating to physical or mental health, criminal conviction or the alleged commission of offences) (“my Information”) and providing the Board, Reunion’s and/or any of its Affiliates’ agents, officers, employees and/or third parties with my Information for the administration and operation of the Plan. I acknowledge that the collection, processing, and transfer of my Information is important to the Plan administration and that failure to consent to same may prohibit participation in the Plan or my receipt of the RSU.

 

 

 

Participant Signature

 

  

Participant Name (please print)

 

¨ I am a U.S. Taxpayer and I understand that the provisions of the Plan specific to U.S. Taxpayers and to the application of the Code shall apply to the Share Units granted to me hereunder.

 

Reunion Equity Compensation Plan (August 2022)Page 33 of 34

 

 

  
  Participant Name (please print)

CHECK THE BOX BELOW, IF APPLICABLE:

 

Reunion Equity Compensation Plan (August 2022)Page 34 of 34

 

 

Exhibit 23.2

 

     
     
Ernst & Young LLP Tel: +1 416 864 1234  
100 Adelaide Street West, Fax: +1 416 864 1174  
PO Box 1 ey.com  
Toronto, ON M5H 0B3    
     
     

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Reunion Neuroscience Inc. Equity Compensation Plan, of our report dated June 29, 2022, with respect to the consolidated financial statements of Field Trip Health Inc. (now known as Reunion Neuroscience Inc.) included in its Annual Report on Form 40-F for the year ended March 31, 2022, filed with the U.S. Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

Chartered Professional Accountants,

Licensed Public Accountants

 

Toronto, Canada

November 18, 2022

 

 

 

 

Exhibit 23.3

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Reunion Neuroscience Inc. (formerly Field Trip Health Ltd.) (the “Company) of our report dated June 24, 2021 related to the consolidated financial statements of the Company for the year ended March 31, 2021 appearing in this Registration Statement being filed with the United States Securities and Exchange Commission.

 

/s/ MNP LLP

 

Chartered Professional Accountants
Licensed Public Accountants

 

Waterloo, Canada

 

November 18, 2022

 

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables (1)

 

Form S-8
(Form Type)

 

Reunion Neuroscience Inc.
(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities and Carry Forward Securities

 

   Security type  Security
class
title
  Fee
calculation
or carry
forward rule
  Amount
registered(2)
  Proposed
maximum
offering
price
per unit
  Maximum
aggregate
offering price
  Fee rate  Amount of
registration fee
  Carry
forward
form type
  Carry
forward
file number
  Carry
forward
initial
effective date
  Filing fee
previously paid
in connection
with unsold
securities
to be carried
forward
 
                                      
Newly Registered Securities
Fees to Be Paid  Equity  Common Shares, no par value to be issued pursuant to the Equity Compensation Plan  457(c)  1,746,777  $1.51  $2,637,633.27  $0.0001102  $290.67             
Fees Previously Paid                                  
Carry Forward Securities
Carry Forward Securities                                
   Total Offering Amounts     $2,637,633.27      $290.67             
   Total Fees Previously Paid                           
   Total Fee Offsets                           
   Net Fee Due             $290.67             

 

(1)Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Shares, no par value (the “Common Shares”) that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Common Shares.
(2)Calculated pursuant to Rule 457(c) of the Securities Act, solely for the purpose of computing the registration fee, based upon the average of the high and low selling prices of the Common Shares on November 14, 2022, as reported on the Nasdaq Global Select Market, under the symbol “REUN”.