Osisko Development closes US$225M convertible notes offering

### 6-K - FORM 6-K
6-K
1
tm2615595d1_6k.htm
FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-41369

Osisko Development
Corp.

(Translation of registrant's name into English)

1100 Avenue des
Canadiens-de-Montréal, Suite 300, Montréal, Quebec H3B 2S2

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.

Form 20-F ¨ Form 40-F x

EXHIBIT INDEX

Exhibit Number |
|
Description |

99.1 |
|
Press Release, dated May 26, 2026 |

99.2 |
|
Indenture, dated May 20, 2026 |

99.3 |
|
Form of Capped Call Confirmation Bid Form |

SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|
Osisko Development Corp. |

|
(Registrant) |

|
|

Date: May 26, 2026 |
/s/ Alexander Dann |

|
Alexander Dann |

|
Chief Financial Officer and VP Finance |

### EX-99.1 - EXHIBIT 99.1
EX-99.1
2
tm2615595d1_ex99-1.htm
EXHIBIT 99.1

Exhibit 99.1

OSISKO DEVELOPMENT ANNOUNCES CLOSING OF US$225.0
MILLION AGGREGATE PRINCIPAL AMOUNT OF 4.125% CONVERTIBLE SENIOR NOTES OFFERING

|  | Opportunistic
capital raise with net proceeds expected to be used for the development of the Cariboo Gold
Project and general corporate purposes |

|  | A
portion of net proceeds expected to be used to purchase cash-settled capped calls to offset
potential economic dilution by effectively increasing the conversion premium |

Montreal, Québec, May 26, 2026
– Osisko Development Corp. (NYSE: ODV, TSXV: ODV) (" Osisko Development " or the " Company ")
announced today it has closed its previously announced offering of US$225.0 million aggregate principal amount of 4.125% convertible
senior notes due 2031 (the " Notes ") in a private placement (the " Offering ") to persons reasonably believed
to be qualified institutional buyers pursuant to Rule 144A under U.S. Securities Act of 1933, as amended (the " Securities
Act ").

The Company estimates that the net proceeds from
the Offering will be approximately US$215.9 million, after deducting commissions and estimated offering expenses, but before deducting
the cost of the capped call transactions. The net proceeds from the Offering are intended to be used to pay for the cost of capped call
transactions entered into with certain financial institutions in connection with the Offering, for the development of the Cariboo Gold
Project and general corporate purposes.

In addition to the US$225.0 million aggregate
principal of Notes issued under the Offering: (i) the Company granted the initial purchasers of the Notes an option to purchase
(the " Initial Purchasers "), during a 13-day period beginning on, and including, May 26, 2026, up to an additional
US$25.0 million aggregate principal amount of Notes (the " Initial Purchasers' Option ") and (ii) Double Zero Capital,
LP, an affiliate of the Company, has also agreed to purchase US$50.0 million aggregate principal amount of the Notes in a concurrent
private placement (the " Private Placement ") (the " Affiliate Notes "). There can be no assurance as to
whether or when the Initial Purchasers' Option may be exercised. In connection with the offering of Notes, the Initial Purchasers purchased
the Notes at a purchase price of 96.4% of the principal amount of the Notes. The Affiliates Notes will not be issued at any discount.

In connection with the Offering, certain of the
Initial Purchasers will be issued broker warrants to acquire 1,279,536 Common Shares.

The initial conversion rate for the Notes is
272.1088 Common Shares per US$1,000 principal amount of Notes, which represents an initial conversion price of approximately US$3.68
per Common Share. The initial conversion price represents a premium of approximately 25.0% over the last reported sale price of US$2.94
per Common Share on the NYSE on May 20, 2026. Under certain circumstances, the conversion price may be adjusted. However, the rate
will in no event be greater than 340.136 Common Shares per US$1,000 principal amount of Notes (subject to adjustment), which represents
a conversion price of approximately US$2.94 per Common Share.

The Notes and the Company's Common Shares issuable
upon conversion of the Notes, if any, have not been and will not be registered under the Securities Act, or any state securities laws,
or qualified by way of a prospectus in any province or territory of Canada. As a result, neither the Notes nor any Common Shares issuable
upon conversion of the Notes may be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and applicable state securities laws, and may not be offered or sold
to persons located or resident in Canada until December 23, 2026 except pursuant to an exemption from the prospectus requirements
of applicable Canadian securities laws.

www.osiskodev.com | Page 1 of 2 |

This press release is neither an offer to
sell nor a solicitation of an offer to buy any of the securities being offered in the Offering, nor shall it constitute an offer, solicitation
or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration
or qualification thereof under the securities laws of any such state or jurisdiction.

ABOUT OSISKO
DEVELOPMENT CORP.

Osisko Development Corp. is a continental North
American gold development company focused on past producing mining camps. The Company ' s objective is to become an intermediate
gold producer through the development of its flagship, fully permitted, 100%-owned Cariboo Gold Project, located in central British Columbia,
Canada. Its project pipeline includes the Tintic Project located in the historic East Tintic mining district in Utah, U.S.A., a brownfield
property. Osisko Development is focused on developing long-life mining assets in mining-friendly jurisdictions while maintaining a disciplined
approach to capital allocation, development risk management, and mineral inventory growth.

For further information, contact:

Sean Roosen |
Philip Rabenok |

Chairman and CEO |
Vice President, Investor
Relations |

Email: sroosen@osiskodev.com |
Email: prabenok@osiskodev.com |

Tel: +1 (514) 940-0685 |
Tel: +1 (437) 423-3644 |

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking
information" (within the meaning of applicable Canadian securities laws) and "forward-looking statements" (within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended) (collectively, "forward-looking statements"),
including the anticipated use of proceeds from the Offering and the Private Placement; the potential exercise by the initial purchasers
of the option to purchase additional Notes; the potential impact of any conversion of the Notes on dilution to the Common Shares and
the market price of the Common Shares or the trading price of the Notes; and the ability to develop the Cariboo Gold Project. Such forward-looking
statements are identified with words such as "may", "will", "would", "could", "anticipate",
"believe", "expect", "plan", "intend", "potential", "estimate", "propose",
"project", "outlook", "foresee", "objective", "strategy", variants of these words or
the negative or comparable terminology, as well as terms usually used in the future and the conditional. Information contained in forward-looking
statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including
the assumptions, qualifications, limitations or statements pertaining to: whether or not the Initial Purchasers' Option is exercised,
the closing of the Offering of Affiliate Notes, the ability to develop the Cariboo Gold Project and its status as being fully permitted;
and the exploration potential and prospectivity (if any) of its properties. Such forward-looking statements are based on a number of
risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated
and which may prove to be incorrect. These assumptions include, but are not limited to: the absence of further work stoppages or
suspensions at the Cariboo Gold Project; favourable regulatory conditions and approvals; the ability to maintain adequate personnel and
contractor levels; the absence of unforeseen ground conditions or other geological challenges; the availability of necessary equipment,
supplies and infrastructure; and general economic and market conditions. Actual results could differ materially due to a number of factors,
including, without limitation: risks related to the exploration, development and operation of the Cariboo Gold Project; health, safety
and security incidents; regulatory delays or changes in regulatory framework and applicable laws; labour shortages or disputes; general
economic and market conditions and business conditions in the mining industry; fluctuations in commodity and currency exchange rates;
changes in regulatory framework and applicable laws, as well as those risks and factors disclosed in the Company's most recent annual
information form, financial statements and management's discussion and analysis as well as other public filings on SEDAR+ (www.sedarplus.ca)
and on EDGAR (www.sec.gov). Although the Company believes the expectations conveyed by the forward-looking statements are reasonable
based on information available as of the date hereof, no assurances can be given as to future results, levels of activity and achievements.
The Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events
or results or otherwise, except as required by law. Forward-looking statements are not guarantees of performance and there can be no
assurance that these forward-looking statements will prove to be accurate, as actual results and future events could differ materially
from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information
contained herein.

www.osiskodev.com | Page 2 of 2 |

### EX-99.2 - EXHIBIT 99.2
EX-99.2
3
tm2615595d1_ex99-2.htm
EXHIBIT 99.2

Exhibit 99.2

OSISKO DEVELOPMENT CORP.

AND

U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of May 26,
2026

4.125% Convertible Senior
Notes due 2031

TABLE OF CONTENTS

Page

Article 1 |

Definitions |
1 |

|
|
|

Section 1.01. |
Definitions |
1 |

Section 1.02. |
References to Interest |
15 |

|
|
|

Article 2 |

Issue, Description, Execution, Registration and Exchange of Notes |
16 |

|
|
|

Section 2.01. |
Designation and Amount |
16 |

Section 2.02. |
Form of Notes |
16 |

Section 2.03. |
Date and Denomination of Notes; Payments of Principal, Interest and Defaulted Amounts |
17 |

Section 2.04. |
Execution, Authentication and Delivery of Notes |
18 |

Section 2.05. |
Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary |
19 |

Section 2.06. |
Mutilated, Destroyed, Lost or Stolen Notes |
26 |

Section 2.07. |
Temporary Notes |
27 |

Section 2.08. |
Cancellation of Notes Paid, Converted, Etc . |
27 |

Section 2.09. |
CUSIP Numbers |
27 |

Section 2.10. |
Additional Notes; Repurchases |
28 |

Section 2.11. |
Additional Amounts |
28 |

|
|
|

Article 3 |

Satisfaction and Discharge |
31 |

|
|
|

Section 3.01. |
Satisfaction and Discharge |
31 |

|
|
|

Article 4 |

Particular Covenants of the Company |
32 |

|
|
|

Section 4.01. |
Payment of Principal and Interest |
32 |

Section 4.02. |
Maintenance of Office or Agency |
32 |

Section 4.03. |
Appointments to Fill Vacancies in Trustee’s Office |
33 |

Section 4.04. |
Provisions as to Paying Agent |
33 |

Section 4.05. |
Existence |
35 |

Section 4.06. |
Rule 144A Information Requirement and Annual Reports |
35 |

Section 4.07. |
Stay, Extension and Usury Laws |
37 |

Section 4.08. |
Compliance Certificate; Statements as to Defaults |
37 |

Section 4.09. |
Further Instruments and Acts |
37 |

|
|
|

Article 5 |

Lists of Holders and Reports by the Company and the Trustee |
38 |

|
|
|

Section 5.01. |
Lists of Holders |
38 |

Section 5.02. |
Preservation and Disclosure of Lists |
38 |

i

Article 6 |

Defaults and Remedies |
38 |

|
|
|

Section 6.01. |
Events of Default |
38 |

Section 6.02. |
Acceleration; Rescission and Annulment |
39 |

Section 6.03. |
Additional Interest |
41 |

Section 6.04. |
Payments of Notes on Default; Suit Therefor |
42 |

Section 6.05. |
Application of Monies Collected by Trustee |
43 |

Section 6.06. |
Proceedings by Holders |
44 |

Section 6.07. |
Proceedings by Trustee |
45 |

Section 6.08. |
Remedies Cumulative and Continuing |
45 |

Section 6.09. |
Direction of Proceedings and Waiver of Defaults by Majority of Holders |
45 |

Section 6.10. |
Notice of Defaults |
46 |

Section 6.11. |
Undertaking to Pay Costs |
46 |

Section 6.12. |
Repurchase Cure Upon Termination of Trading Event of Default |
46 |

|
|
|

Article 7 |

Concerning the Trustee |
47 |

|
|
|

Section 7.01. |
Duties and Responsibilities of Trustee |
47 |

Section 7.02. |
Reliance on Documents, Opinions, Etc. |
49 |

Section 7.03. |
No Responsibility for Recitals, Etc . |
50 |

Section 7.04. |
Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes |
50 |

Section 7.05. |
Monies and Common Shares to Be Held in Trust |
50 |

Section 7.06. |
Compensation and Expenses of Trustee |
51 |

Section 7.07. |
Officer’s Certificate as Evidence |
51 |

Section 7.08. |
Eligibility of Trustee |
52 |

Section 7.09. |
Resignation or Removal of Trustee |
52 |

Section 7.10. |
Acceptance by Successor Trustee |
53 |

Section 7.11. |
Succession by Merger, Etc. |
53 |

Section 7.12. |
Trustee’s Application for Instructions from the Company |
54 |

|
|
|

Article 8 |

Concerning the Holders |
54 |

|
|
|

Section 8.01. |
Action by Holders |
54 |

Section 8.02. |
Proof of Execution by Holders |
54 |

Section 8.03. |
Who Are Deemed Absolute Owners |
55 |

Section 8.04. |
Company-Owned Notes Disregarded |
55 |

Section 8.05. |
Revocation of Consents; Future Holders Bound |
56 |

|
|
|

Article 9 |

Holders’ Meetings |
56 |

|
|
|

Section 9.01. |
Purpose of Meetings |
56 |

Section 9.02. |
Call of Meetings by Trustee |
56 |

Section 9.03. |
Call of Meetings by Company or Holders |
57 |

ii

Section 9.04. |
Qualifications for Voting |
57 |

Section 9.05. |
Regulations |
57 |

Section 9.06. |
Voting |
58 |

Section 9.07. |
No Delay of Rights by Meeting |
58 |

|
|
|

Article 10 |

Supplemental Indentures |
58 |

|
|
|

Section 10.01. |
Supplemental Indentures Without Consent of Holders |
58 |

Section 10.02. |
Supplemental Indentures with Consent of Holders |
59 |

Section 10.03. |
Effect of Supplemental Indentures |
60 |

Section 10.04. |
Notation on Notes |
60 |

Section 10.05. |
Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee |
60 |

|
|
|

Article 11 |

Consolidation, Merger, Amalgamation, Sale, Conveyance and Lease |
61 |

|
|
|

Section 11.01. |
Company May Consolidate, Etc. on Certain Terms |
61 |

Section 11.02. |
Successor Company to Be Substituted |
62 |

|
|
|

Article 12 |

Immunity of Incorporators, Shareholders, Officers and Directors |
62 |

|
|
|

Section 12.01. |
Indenture and Notes Solely Corporate Obligations |
62 |

|
|
|

Article 13 |

[Intentionally Omitted] |
62 |

|
|
|

Article 14 |

Conversion of Notes |
63 |

|
|
|

Section 14.01. |
Conversion Privilege |
63 |

Section 14.02. |
Conversion Procedure; Settlement Upon Conversion |
66 |

Section 14.03. |
Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or a Redemption Notice |
71 |

Section 14.04. |
Adjustment of Conversion Rate |
74 |

Section 14.05. |
Adjustments of Prices |
82 |

Section 14.06. |
Shares to Be Fully Paid |
83 |

Section 14.07. |
Effect of Recapitalizations, Reclassifications and Changes of the Common Shares |
83 |

Section 14.08. |
Certain Covenants |
85 |

Section 14.09. |
Responsibility of Trustee |
86 |

Section 14.10. |
Notice to Holders Prior to Certain Actions |
86 |

Section 14.11. |
Shareholder Rights Plans |
86 |

|
|
|

Article 15 |

Offer to Repurchase Notes |
87 |

|
|
|

Section 15.01. |
[Intentionally Omitted] |
87 |

Section 15.02. |
Offer to Repurchase Notes Upon a Fundamental Change |
87 |

iii

Section 15.03. |
Withdrawal of Fundamental Change Repurchase Notice |
90 |

Section 15.04. |
Deposit of Fundamental Change Repurchase Price |
90 |

Section 15.05. |
Covenant to Comply with Applicable Laws in Connection with Repurchase Offer |
91 |

|
|
|

Article 16 |

Redemption |
92 |

|
|
|

Section 16.01. |
Optional Redemption |
92 |

Section 16.02. |
Notice of Optional Redemption; Selection of Notes |
92 |

Section 16.03. |
Tax Redemption |
93 |

Section 16.04. |
Notice of Tax Redemption |
94 |

Section 16.05. |
Payment of Notes Called for Redemption |
96 |

Section 16.06. |
Restrictions on Redemption |
96 |

|
|
|

Article 17 |

Miscellaneous Provisions |
96 |

|
|
|

Section 17.01. |
Provisions Binding on Company’s Successors |
96 |

Section 17.02. |
Official Acts by Successor Company |
96 |

Section 17.03. |
Addresses for Notices, Etc. |
96 |

Section 17.04. |
Governing Law; Jurisdiction; Service of Process |
97 |

Section 17.05. |
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee |
98 |

Section 17.06. |
Legal Holidays |
98 |

Section 17.07. |
No Security Interest Created |
99 |

Section 17.08. |
Benefits of Indenture |
99 |

Section 17.09. |
Table of Contents, Headings, Etc. |
99 |

Section 17.10. |
Authenticating Agent |
99 |

Section 17.11. |
Execution in Counterparts |
100 |

Section 17.12. |
Severability |
100 |

Section 17.13. |
Waiver of Jury Trial |
100 |

Section 17.14. |
Force Majeure |
100 |

Section 17.15. |
Calculations |
101 |

Section 17.16. |
USA PATRIOT Act |
101 |

Section 17.17. |
Currency Indemnity |
101 |

Section 17.18. |
Electronic Signatures |
101 |

EXHIBIT

Exhibit A |
Form of Note |
A-1 |

iv

INDENTURE dated as of May 26, 2026 between
OSISKO DEVELOPMENT CORP., a company continued under the Canada Business Corporations Act , as issuer (the “ Company ,”
as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee
(the “ Trustee ,” as more fully set forth in Section 1.01).

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the
Company has duly authorized the issuance of its 4.125% Convertible Senior Notes due 2031 (the “ Notes ”), initially
in an aggregate principal amount not to exceed 275,000,000 (as increased by an amount equal to the aggregate principal amount of additional
Notes purchased by the Initial Purchasers pursuant to the exercise of their option to purchase additional Notes as set forth in the Purchase
Agreement), and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the
Company has duly authorized the execution and delivery of this Indenture; and

WHEREAS, the Form of Note, the certificate
of authentication to be borne by each Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice
and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided; and

WHEREAS, all acts and things necessary to make
the Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized authenticating agent, as
in this Indenture provided, the valid, binding and legal obligations of the Company, and this Indenture a valid agreement according to
its terms, have been done and performed, and the execution of this Indenture and the issuance hereunder of the Notes have in all respects
been duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions
upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase
and acceptance of the Notes by the Holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate
benefit of the respective Holders from time to time of the Notes (except as otherwise provided below), as follows:

Article 1

Definitions

Section 1.01. Definitions .
The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01.
The words “herein,” “hereof,” “hereunder” and words of similar import refer to this Indenture as
a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the plural
as well as the singular.

“ Additional Amounts ” shall
have the meaning specified in Section 2.11(b).

“ Additional Interest ” means
all amounts, if any, payable pursuant to Section 4.06(d) and Section 6.03, as applicable.

“ Additional Shares ” shall have
the meaning specified in Section 14.03(a).

“ Affiliate ” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such
specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the
power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative
to the foregoing. Notwithstanding anything to the contrary herein, the determination of whether one Person is an “ Affiliate ”
of another Person for purposes of this Indenture shall be made based on the facts at the time such determination is made or required
to be made, as the case may be, hereunder.

“ Affiliate Entity ” means Double
Zero Capital, LP.

“ Affiliate Notes ” means Notes
sold to the Affiliate Entity pursuant to the Subscription Agreement and any Note issued in exchange therefor or substitution thereof,
other than any such Note that ceases to be an Affiliate Note in accordance with Section 2.05(c).

“ Affiliate Note Legend ” shall
have the meaning specified in ‎Section 2.05(c).

“ Bankruptcy and Insolvency Act (Canada) ”
means Bankruptcy and Insolvency Act (Canada), as amended, and the rules and regulations promulgated thereunder.

“ Bid Solicitation Agent ” means
the Company or the Person appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 14.01(b)(i).
The Company shall initially act as the Bid Solicitation Agent.

“ Board of Directors ” means
the board of directors of the Company or a committee of such board duly authorized to act for it hereunder.

“ Board Resolution ” means a
copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors,
and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“ Business Combination Event ”
shall have the meaning specified in Section 11.01.

“ Business Day ” means, with
respect to any Note, any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or
required by law or executive order to close or be closed or the banking institutions in New York, New York, Toronto, Ontario or Montreal,
Quebec are authorized or required by law or executive order to close or be closed.

“ Called Notes ” means Notes
called for Optional Redemption pursuant to Article 16 or subject to a Deemed Redemption and Notes called for Tax Redemption.

“ Capital Stock ” means, for
any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests
in (however designated) stock issued by that entity, but shall not include any debt securities convertible into or exchangeable for any
securities otherwise constituting Capital Stock pursuant to this definition.

2

“ Cash Settlement ” shall have
the meaning specified in Section 14.02(a).

“ Clause A Distribution ” shall
have the meaning specified in Section 14.04(c).

“ Clause B Distribution ” shall
have the meaning specified in Section 14.04(c).

“ Clause C Distribution ” shall
have the meaning specified in Section 14.04(c).

“ close of business ” means 5:00
p.m. (New York City time).

“ Combination Settlement ” shall
have the meaning specified in Section 14.02(a).

“ Commission ” means the U.S.
Securities and Exchange Commission.

“ Common Equity ” of any Person
means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if
such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others
that will control the management or policies of such Person.

“ Common Shares ” means the common
shares, no par value, of the Company, at the date of this Indenture, subject to Section 14.07.

“ Company ” shall have the meaning
specified in the first paragraph of this Indenture, and subject to the provisions of Article 11, shall include its successors and
assigns.

“ Company Order ” means a written
order of the Company signed by any of its Officers and delivered to the Trustee.

“ Companies’ Creditors Arrangement
Act (Canada) ” means Companies’ Creditors Arrangement Act (Canada), as amended, and the rules and regulations
promulgated thereunder.

“ Conversion Agent ” shall have
the meaning specified in Section 4.02.

“ Conversion Date ” shall have
the meaning specified in Section 14.02(c).

“ Conversion Obligation ” shall
have the meaning specified in Section 14.01(a).

“ Conversion Price ” means as
of any time, $1,000, divided by the Conversion Rate as of such time.

“ Conversion Rate ” shall have
the meaning specified in Section 14.01(a).

“ Corporate Event ” shall have
the meaning specified in Section 14.01(b)(iii).

“ Corporate Trust Office ” means
the designated office of the Trustee at which at any time this Indenture shall be administered, which office at the date hereof is located
at U.S. Bank Trust Company, National Association, 190 S. LaSalle Street 7th Floor, Chicago, Illinois 60603, Attention: Corporate
Trust Administrator (Osisko Development Corp. Administrator), or such other address in the continental United States as the Trustee may
designate from time to time by notice to the Holders and the Company, or the designated corporate trust office of any successor trustee
(or such other address as such successor trustee may designate from time to time by notice to the Holders and the Company).

3

“ Custodian ” means (i)
the Trustee, as custodian for The Depository Trust Company, with respect to the Global Notes, or any successor entity thereto or (ii) U.S.
Bank Trust Company, National Association, as custodian on behalf of the Holders of Physical Notes.

“ Daily Conversion Value ” means,
for each of the 60 consecutive Trading Days during the related Observation Period, one-60th of the product of (a) the Conversion
Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.

“ Daily Measurement Value ” means
the Specified Dollar Amount (if any), divided by 60.

“ Daily Settlement Amount ,”
for each of the 60 consecutive Trading Days during the relevant Observation Period, shall consist of:

(a) cash
in an amount equal to the lesser of (i) the Daily Measurement Value and (ii) the Daily Conversion Value on such Trading Day;
and

(b) if
the Daily Conversion Value on such Trading Day exceeds the Daily Measurement Value, a number of Common Shares equal to (i) the difference
between the Daily Conversion Value and the Daily Measurement Value, divided by (ii) the Daily VWAP for such Trading Day.

“ Daily VWAP ” means, for each
of the 60 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price as displayed under
the heading “Bloomberg VWAP” on Bloomberg page “ODV.US AQR” (or its equivalent successor
if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading
of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one
Common Share on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment
banking firm retained for this purpose by the Company). The “ Daily VWAP ” shall be determined without regard to after-hours
trading or any other trading outside of the regular trading session trading hours.

“ Deemed Redemption ” shall have
the meaning specified in Section 14.01(b)(v).

“ Default ” means any event that
is, or after notice or passage of time, or both, would be, an Event of Default.

“ Default Interest ” shall have
the meaning specified in Section 2.03(c).

“ Defaulted Amounts ” means any
cash amounts on any Note (including, without limitation, the Redemption Price, the Fundamental Change Repurchase Price, principal and
interest) that are payable but are not punctually paid or duly provided for.

“ Depositary ” means, with respect
to each Global Note, the Person specified in Section 2.05(c) as the Depositary with respect to such Notes, until a successor
shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “ Depositary ”
shall mean or include such successor.

4

“ Distributed Property ” shall
have the meaning specified in Section 14.04(c).

“ Effective Date ” shall have
the meaning specified in Section 14.03(c), except that, as used in Section 14.04 and Section 14.05, “ Effective
Date ” means the first date on which the Common Shares trade on the applicable exchange or in the applicable market, regular
way, reflecting the relevant share split or share combination, as applicable. For the avoidance of doubt, any alternative trading convention
on the applicable exchange or market in respect of the Common Shares under a separate ticker symbol or CUSIP number will not be considered
“regular way” for this purpose.

“ Event of Default ” shall have
the meaning specified in Section 6.01.

“ Ex-Dividend Date ” means the
first date on which the Common Shares trade on the applicable exchange or in the applicable market, regular way, without the right to
receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of the Common Shares
on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market. For the avoidance of doubt,
any alternative trading convention on the applicable exchange or market in respect of the Common Shares under a separate ticker symbol
or CUSIP number will not be considered “regular way” for this purpose.

“ Exchange Act ” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exempted Fundamental Change ”
shall have the meaning specified in Section 15.02(f).

“ Form of Assignment and Transfer ”
means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.

“ Form of Fundamental Change Repurchase
Notice ” means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of
Note attached hereto as Exhibit A.

“ Form of Note ” means the
“Form of Note” attached hereto as Exhibit A.

“ Form of Notice of Conversion ”
means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit A.

“ Fundamental Change ” shall
be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

(a) except
in connection with transactions described in clause (b) below, a “person” or “group” within the meaning
of Section 13(d) of the Exchange Act, other than the Company, its direct or indirect Wholly Owned Subsidiaries and the employee
benefit plans of the Company and its Wholly Owned Subsidiaries, has become and files a Schedule TO (or any successor schedule, form or
report) or any schedule, form or report under the Exchange Act that discloses that such person or group has become the direct or indirect
“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Common Shares representing more than 50% of
the voting power of the Common Shares, unless such beneficial ownership arises solely as a result of a revocable proxy delivered in response
to a public proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act and is not
also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under the Exchange Act regardless of whether such a
filing has actually been made; provided that no person or group shall be deemed to be the beneficial owner of any securities tendered
pursuant to a tender or exchange offer made by or on behalf of such “person” or “group” until such tendered securities
are accepted for purchase or exchange under such offer;

5

(b) the
consummation of (A) any recapitalization, reclassification or change of the Common Shares (other than changes resulting from a subdivision
or combination) as a result of which the Common Shares would be converted into, or exchanged for, stock, other securities, other property
or assets; (B) any share exchange, consolidation, plan of arrangement or other statutory arrangement, combination, amalgamation
or merger of the Company pursuant to which the Common Shares will be converted into cash, securities or other property or assets; or
(C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more of the Company’s direct or indirect
Wholly Owned Subsidiaries; provided , however , that a transaction described in clause (A) or clause (B) in which
the holders of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more
than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after
such transaction in substantially the same proportions (relative to each other) as such ownership immediately prior to such transaction
shall not be a Fundamental Change pursuant to this clause (b); or

(c) the
shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company;

provided , however , that a transaction or transactions
described in clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be
received by the common shareholders of the Company, excluding cash payments for fractional shares and cash payments made in respect of
dissenters’ appraisal rights, in connection with such transaction or transactions consists of common shares that are listed or
quoted on any of the TSX, the TSXV, the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq
Capital Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such
transaction or transactions and as a result of such transaction or transactions the Notes become convertible into such consideration,
excluding cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights (subject to the
provisions of Section 14.02(a)). If any transaction in which the Common Shares are replaced by the common shares or other Common
Equity of another entity occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction
that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately following clause (c) of
this definition, following the effective date of such transaction), references to the Company in this definition shall instead be references
to such other entity.

6

“ Fundamental Change Company Notice ”
shall have the meaning specified in Section 15.02(c).

“ Fundamental Change Repurchase Date ”
shall have the meaning specified in Section 15.02(a).

“ Fundamental Change Repurchase Notice ”
shall have the meaning specified in Section 15.02(b)(i).

“ Fundamental Change Repurchase Price ”
shall have the meaning specified in Section 15.02(a).

The terms “ given ”, “ mailed ”,
“ notify ” or “ sent ” with respect to any notice to be given to a Holder pursuant to this Indenture,
shall mean notice (x) given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its
designee, including by electronic mail in accordance with accepted practices or applicable procedures at the Depositary (in the case
of a Global Note) or (y) mailed to such Holder by first class mail, postage prepaid, at its address as it appears on the Note Register
(in the case of a Physical Note), in each case, in accordance with Section 17.03. Notice so “given” shall be deemed
to include any notice to be “mailed” or “delivered,” as applicable, under this Indenture.

“ Global Note ” shall have the
meaning specified in Section 2.05(b).

“ Holder ,” as applied to any
Note, or other similar terms (but excluding the term “beneficial holder”), means any Person in whose name at the time a particular
Note is registered on the Note Register.

“ Indemnified Taxes ” shall have
the meaning specified in Section 2.11(b).

“ Indenture ” means this instrument
as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.

“ Ineligible Consideration ”
shall have the meaning specified in Section 14.02(k).

“ Initial Purchasers ” means
the Initial Purchasers listed on Schedule 1 to the Purchase Agreement.

“ Interest Act (Canada) ” means
the Interest Act (Canada) as amended, and the rules and regulations promulgated thereunder.

“ Interest Payment Date ” means
each June 15 and December 15 of each year, beginning on December 15, 2026.

“ last date of original issuance ”
means (a) with respect to any Notes issued pursuant to the Purchase Agreement, and any Notes issued in exchange therefor or in substitution
thereof, the later of (i) the date the Company first issues such Notes and (ii) the last date any Notes are originally issued
pursuant to the exercise of the Initial Purchasers’ option to purchase additional Notes; and (b) with respect to any additional
Notes issued pursuant to Section 2.10, and any Notes issued in exchange therefor or in substitution thereof, either (i) the
later of (x) the date such Notes are originally issued and (y) the last date any Notes are originally issued as part of the
same offering pursuant to the exercise of an option granted to the initial purchaser(s) of such Notes to purchase additional Notes;
or (ii) such other date as is specified in an Officer’s Certificate delivered to the Trustee before the original issuance
of such Notes.

7

“ Last Reported Sale Price ”
of the Common Shares (or any other security for which a closing sale price must be determined) on any date means the closing sale price
per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average
of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or
regional securities exchange on which the Common Shares (or such other security) is traded. If the Common Shares (or such other security)
are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “ Last Reported Sale
Price ” shall be the last quoted bid price for the Common Shares (or such other security) on the TSXV or a Canadian national
securities exchange on which the Common Shares (or such other security) are then listed. If the Common Shares (or such other security)
are not listed for trading on a U.S. national or regional securities exchange or any Canadian national securities exchange on the relevant
date, the “ Last Reported Sale Price ” shall be the last quoted bid price for the Common Shares (or such other security)
in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the Common Shares
(or such other security) are not so quoted, the “ Last Reported Sale Price ” shall be the average of the mid-point of
the last bid and ask prices for the Common Shares (or such other security) on the relevant date from each of at least three nationally
recognized independent investment banking firms selected by the Company for this purpose. The “ Last Reported Sale Price ”
shall be determined without regard to after-hours trading or any other trading outside of regular trading session hours.

The “ Liquidity Condition ” with
respect to any Notice of Optional Redemption or Notice of Tax Redemption, as applicable, shall be “ satisfied ” if the
following condition has been satisfied as of the date the Company sends the related Notice of Optional Redemption or Notice of Tax Redemption,
as applicable, and is reasonably expected by the Company to continue to be satisfied through at least the 30th calendar day after the
Redemption Date for the related Optional Redemption or Tax Redemption, as applicable: (i) the Company has satisfied the reporting
conditions (including, for the avoidance of doubt, the requirement for current Form 10 information) set forth in Rule 144(c) and
(i)(2) under the Securities Act and (ii) the Common Shares, if any, issued or issuable upon conversion of the Notes (other
than any Affiliate Notes) are freely tradeable; provided , however , that the Liquidity Condition shall also be deemed to
be satisfied with respect to such Notice of Optional Redemption or Notice of Tax Redemption, as applicable, if, in accordance with Section 14.02(a)(iii),
the Company has elected to settle all conversions of Notes in connection with such Notice of Optional Redemption or Notice of Tax Redemption,
as applicable, by Cash Settlement.

“ Make-Whole Fundamental Change ”
means (a) any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to
any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof)
or (b) the occurrence of a Termination of Trading.

“ Make-Whole Fundamental Change Period ”
shall have the meaning specified in Section 14.03(a).

8

“ Market Disruption Event ” means,
for the purposes of determining amounts due upon conversion, (a) a failure by NYSE (or, if the Common Shares are not then listed
on NYSE, on the principal U.S. national or regional securities exchange on which the Common Shares are then listed or admitted for trading,
or, if the Common Shares are not then listed on any U.S. national or regional securities exchange, on the TSXV or a Canadian national
securities exchange on which the Common Shares are then listed or admitted for trading or, if the Common Shares are not then listed on
any U.S. national or regional securities exchange or any Canadian national securities exchange, on the principal other market on which
the Common Shares are then listed or admitted for trading) to open for trading during its regular trading session or (b) the occurrence
or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Shares for more than one half-hour period
in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding
limits permitted by the relevant stock exchange or otherwise) in the Common Shares or in any options contracts or futures contracts relating
to the Common Shares.

“ Maturity Date ” means June 15,
2031.

“ Measurement Period ” shall
have the meaning specified in Section 14.01(b)(i).

“ New Shares ” shall have the
meaning specified in Section 14.07(e).

“ Note ” or “ Notes ”
shall have the meaning specified in the first paragraph of the recitals of this Indenture.

“ Note Register ” shall have
the meaning specified in Section 2.05(a).

“ Note Registrar ” shall have
the meaning specified in Section 2.05(a).

“ Notice of Conversion ” shall
have the meaning specified in Section 14.02(b).

“ Notice of Optional Redemption ”
shall have the meaning specified in Section 16.02(a).

“ Notice of Tax Redemption ”
shall have the meaning specified in Section 16.04.

“ NYSE ” means the New York Stock
Exchange.

“ Observation Period ” with respect
to any Note surrendered for conversion means: (i) subject to clause (ii), if the relevant Conversion Date occurs prior to March 1,
2031, the 60 consecutive Trading Day period beginning on, and including, the second Trading Day immediately succeeding such Conversion
Date; (ii) with respect to any Called Notes, if the relevant Conversion Date occurs during the related Redemption Period, the 60
consecutive Trading Days beginning on, and including, the 61st Scheduled Trading Day immediately preceding such Redemption Date; and
(iii) subject to clause (ii), if the relevant Conversion Date occurs on or after March 1, 2031, the 60 consecutive Trading
Days beginning on, and including, the 61st Scheduled Trading Day immediately preceding the Maturity Date.

“ Offering Memorandum ” means
the preliminary offering memorandum dated May 20, 2026, as supplemented by the related pricing term sheet dated May 20, 2026,
relating to the offering and sale of the Notes.

9

“ Officer ” means, with respect
to the Company, the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, the General Counsel,
the Corporate Secretary, any Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers
or word or words added before or after the title “Vice President”).

“ Officer’s Certificate ,”
when used with respect to the Company, means a certificate that is delivered to the Trustee and that is signed by any Officer of the
Company. Each such certificate shall include the statements provided for in Section 17.05 if and to the extent required by the provisions
of such Section. The Officer giving an Officer’s Certificate pursuant to Section 4.08 shall be the principal executive, financial
or accounting officer of the Company.

“ open of business ” means 9:00
a.m. (New York City time).

“ Opinion of Counsel ” means
an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or other counsel who is reasonably
acceptable to the Trustee, which opinion may contain customary exceptions and qualifications as to the matters set forth therein, that
is delivered to the Trustee. Each such opinion shall include the statements provided for in Section 17.05 if and to the extent required
by the provisions of such Section 17.05.

“ Optional Redemption ” shall
have the meaning specified in Section 16.01.

“ outstanding ,” when used with
reference to Notes, shall, subject to the provisions of Section 8.04, mean, as of any particular time, all Notes authenticated and
delivered by the Trustee under this Indenture, except:

(a) Notes
theretofore canceled by the Trustee or accepted by the Trustee for cancellation;

(b) Notes,
or portions thereof, that have become due and payable and in respect of which monies in the necessary amount shall have been deposited
in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent);

(c) Notes
that have been paid pursuant to the second paragraph of Section 2.06 or Notes in lieu of which, or in substitution for which, other
Notes shall have been authenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee
is presented that any such Notes are held by protected purchasers in due course;

(d) Notes
converted pursuant to Article 14 and required to be cancelled pursuant to Section 2.08; and

(e) Notes
redeemed pursuant to Article 16.

“ Partial Redemption Limitation ”
shall have the meaning specified in Section 16.02(d).

“ Paying Agent ” shall have the
meaning specified in Section 4.02.

10

“ Person ” means an individual,
a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an unincorporated
organization or a government or an agency or a political subdivision thereof.

“ Physical Notes ” means permanent
certificated Notes in registered form issued in denominations of $1,000 principal amount and integral multiples thereof.

“ Physical Settlement ” shall
have the meaning specified in Section 14.02(a).

“ Predecessor Note ” of any particular
Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes
of this definition, any Note authenticated and delivered under Section 2.06 in lieu of or in exchange for a mutilated, lost, destroyed
or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note that it replaces.

“ Purchase Agreement ” means
that certain Purchase Agreement, dated May 20, 2026, by and between the Company and Cantor Fitzgerald & Co., as representative
of the several initial purchasers named in Schedule I thereto.

“ Qualified Successor Entity ”
means, with respect to a Business Combination Event, a corporation (or equivalent entity); provided , however , that a limited
liability company, limited partnership or other similar entity will also constitute a Qualified Successor Entity with respect to such
Business Combination Event if either: (i) such Business Combination Event is an Exempted Fundamental Change, or (ii) both of
the following conditions are satisfied: (1) either (x) such limited liability company, limited partnership or other entity,
as applicable, is treated as a corporation or is a direct or indirect wholly owned subsidiary of, and disregarded as an entity separate
from, a corporation, in each case, for U.S. federal income tax purposes, or (y) the Company has received an opinion of a nationally
recognized tax counsel to the effect that such Business Combination Event will not be treated as an exchange under Section 1001
of the Code for Holders or beneficial owners of the Notes; and (2) such Business Combination Event constitutes a Share Exchange
Event whose Reference Property consists solely of any combination of cash in U.S. dollars and common shares or other Common Equity interests
of an entity that is (x) treated as a corporation for U.S. federal income tax purposes, (y) duly organized and existing under
the laws of Canada, any province or territory thereof, the United States of America, any State thereof or the District of Columbia, and
(z) the direct or indirect parent of such limited liability company, limited partnership or other entity.

“ Record Date ” means, with respect
to any dividend, distribution or other transaction or event in which the holders of Common Shares (or other applicable security) have
the right to receive any cash, securities or other property or in which the Common Shares (or such other security) are exchanged for
or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Shares
(or such other security) entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors,
by statute, by contract or otherwise).

“ Redemption ” means the redemption
of Notes pursuant to an Optional Redemption or a Tax Redemption, as applicable.

“ Redemption Date ” means the
date on which Notes are redeemed pursuant to an Optional Redemption or a Tax Redemption, as applicable.

11

“ Redemption Notice ” means,
as applicable, a Notice of Optional Redemption or Notice of Tax Redemption.

“ Redemption Period ” means,
with respect to any Optional Redemption or Tax Redemption, the period from, and including, the date on which the Company delivers a Redemption
Notice for such Optional Redemption or Notice of Tax Redemption for such Tax Redemption until the close of business on the Scheduled
Trading Day immediately preceding the related Redemption Date (or, if the Company defaults in the payment of the Redemption Price, until
the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly
provided for).

“ Redemption Price ” means, for
any Notes to be redeemed pursuant to Section 16.01 or Section 16.03, 100% of the principal amount of such Notes, plus
accrued and unpaid interest, if any, to, but excluding, the Redemption Date, including any Additional Amounts with respect to the Redemption
Price (unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date,
in which case any interest accrued to the Interest Payment Date shall be paid by the Company to Holders of record of such Notes as of
the close of business on such Regular Record Date on, or at the Company’s election, before, such Interest Payment Date, and the
Redemption Price will be equal to 100% of the principal amount of such Notes to be redeemed, including any Additional Amounts with respect
to the Redemption Price).

“ Reference Property ” shall
have the meaning specified in Section 14.07(a).

“ Regular Record Date ,” with
respect to any Interest Payment Date, means the June 1 or December 1 (whether or not such day is a Business Day) immediately
preceding the applicable June 15 or December 15 Interest Payment Date, respectively.

“ Relevant Taxing Jurisdiction ”
shall have the meaning specified in Section 2.11(a).

“ Reporting Event of Default ”
shall have the meaning specified in Section 6.03.

“ Responsible Officer ” means,
when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate
trust matter relating to this Indenture is referred because of such person’s knowledge of and familiarity with the particular subject
and who, in each case, shall have direct responsibility for the administration of this Indenture.

“ Restricted Securities ” shall
have the meaning specified in Section 2.05(c).

“ Restrictive Notes Legend ”
shall have the meaning specified in Section 2.05(c).

“ Rule 12b-25 ” means Rule 12b-25
as promulgated under the Exchange Act.

“ Rule 144 ” means Rule 144
as promulgated under the Securities Act.

“ Rule 144A ” means Rule 144A
as promulgated under the Securities Act.

12

“ Scheduled Trading Day ” means
a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Common
Shares are listed or admitted for trading, or, if the Common Shares are not then listed on any U.S. national or regional securities exchange,
on the TSXV or a Canadian national securities exchange on which the Common Shares are then listed or admitted for trading or, if the
Common Shares are not then listed on any U.S. national or regional securities exchange or any Canadian national securities exchange,
on the principal other market on which the Common Shares are then listed or admitted for trading. If the Common Shares are not so listed
or admitted for trading, “ Scheduled Trading Day ” means a Business Day.

“ Securities Act ” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Settlement Amount ” has the
meaning specified in Section 14.02(a)(iv).

“ Settlement Method ” means,
with respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to have
been elected) by the Company.

“ Settlement Notice ” has the
meaning specified in Section 14.02(a)(iii).

“ Share Exchange Event ” shall
have the meaning specified in Section 14.07(a).

“ Significant Subsidiary ” means
a Subsidiary of the Company that is a “significant subsidiary” as defined in Article 1, Rule 1-02(w) of Regulation
S-X promulgated by the Commission (or any successor rule); provided that, in the case of a Subsidiary that meets the criteria
of clause (1)(iii) of the definition thereof but not clause (1)(i) or (1)(ii) thereof, in each case as such rule is
in effect on the date of this Indenture, such Subsidiary shall be deemed not to be a Significant Subsidiary unless the Subsidiary’s
income from continuing operations before income taxes (after intercompany eliminations), exclusive of amounts attributable to any noncontrolling
interests for the last completed fiscal year prior to the date of such determination exceeds $25,000,000. For the avoidance of doubt,
for purposes of this definition, to the extent any such Subsidiary would not be deemed to be a “significant subsidiary” under
the relevant definition set forth in Article 1, Rule 1-02(w) of Regulation S-X (or any successor rule) as in effect on
the relevant date of determination, such Subsidiary shall not be deemed to be a “Significant Subsidiary” under this Indenture
irrespective of whether such Subsidiary has greater than $25,000,000 in income from continuing operations as described in the immediately
preceding sentence.

“ Specified Dollar Amount ” means
the maximum cash amount per $1,000 principal amount of Notes to be received upon conversion as specified in the Settlement Notice (or
deemed specified as provided in Section 14.02(a)(iii)) related to any converted Notes.

“ Spin-Off ” shall have the meaning
specified in Section 14.04(c).

“ Spin-Off Shares ” shall have
the meaning specified in Section 14.07(e).

“ Share Price ” shall have the
meaning specified in Section 14.03(c).

“ Subsidiary ” means, with respect
to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of
shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or
indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries
of such Person.

13

“ Subscription Agreement ” means
the subscription agreement, by and between the Company and the Affiliate Entity, dated May 20, 2026, providing for the offer and
sale of the Affiliate Notes.

“ Successor Company ” shall have
the meaning specified in Section 11.01.

“ Tax Act ” means the Income
Tax Act (Canada), as amended, and the regulations promulgated thereunder.

“ Tax Redemption ” shall have
the meaning specified in Section 16.03.

“ Taxes ” shall have the meaning
specified in Section 2.11(a).

A “ Termination of Trading ”
will be deemed to occur if the Common Shares (or other Common Equity underlying the Notes) are not listed or quoted on at least one of
the following: the TSX, the TSXV, the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq
Capital Market (or any of their respective successors).

“ Termination of Trading Event of Default ”
shall have the meaning specified in Section 6.01(k).

“ Trading Day ” means, except
for determining amounts due upon conversion, a day on which (i) trading in the Common Shares (or other security for which a closing
sale price must be determined) generally occurs on the NYSE or, if the Common Shares (or such other security) are not then listed on
the NYSE, on the principal other U.S. national or regional securities exchange on which the Common Shares (or such other security) are
then listed or, if the Common Shares (or such other security) are not then listed on a U.S. national or regional securities exchange,
on the TSXV or a Canadian national securities exchange on which the Common Shares (or such other security) are then listed or, if the
Common Shares (or such other security) are not then listed on any U.S. national or regional securities exchange or any Canadian national
securities exchange, on the principal other market on which the Common Shares (or such other security) are then listed or admitted for
trading and (ii) a Last Reported Sale Price for the Common Shares (or closing sale price for such other security) is available on
such securities exchange or market; provided that if the Common Shares (or such other security) are not so listed or traded, “ Trading
Day ” means a Business Day; and provided further that, for purposes of determining amounts due upon conversion only,
“ Trading Day ” means a day on which (x) there is no Market Disruption Event and (y) trading in the Common
Shares generally occurs on the NYSE or, if the Common Shares are not then listed on the NYSE, on the principal other U.S. national or
regional securities exchange on which the Common Shares are then listed or, if the Common Shares are not then listed on a U.S. national
or regional securities exchange, on the TSXV or a Canadian national securities exchange on which the Common Shares are then listed or,
if the Common Shares are not then listed on any U.S. national or regional securities exchange or any Canadian national securities exchange,
on the principal other market on which the Common Shares are then listed or admitted for trading, except that if the Common Shares are
not so listed or admitted for trading, “ Trading Day ” means a Business Day.

14

“ Trading Price ” of the Notes
on any date of determination means the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $2,000,000
(or such lesser amount as may then be outstanding) principal amount of Notes at approximately 3:30 p.m., New York City time, on such
determination date from three independent nationally recognized securities dealers the Company selects for this purpose; provided
that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average
of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid shall
be used. If, on any Trading Day, the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2,000,000 (or such lesser
amount as may then be outstanding) principal amount of Notes from a nationally recognized securities dealer, then the Trading Price per
$1,000 principal amount of Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported Sale
Price of the Common Shares and the Conversion Rate.

“ transfer ” shall have the meaning
specified in Section 2.05(c).

“ Trigger Event ” shall have
the meaning specified in Section 14.04(c).

“ Trust Indenture Act ” means
the Trust Indenture Act of 1939, as amended, as it was in force at the date of execution of this Indenture; provided , however ,
that in the event the Trust Indenture Act of 1939 is amended after the date hereof, the term “Trust Indenture Act” shall
mean, to the extent required by such amendment, the Trust Indenture Act of 1939, as so amended.

“ Trustee ” means the Person
named as the “ Trustee ” in the first paragraph of this Indenture until a successor trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “ Trustee ” shall mean or include each Person who is
then a Trustee hereunder.

“ TSX ” means the Toronto Stock
Exchange.

“ TSXV ” means the TSX Venture
Exchange.

“ unit of Reference Property ”
shall have the meaning specified in Section 14.07(a).

“ Valuation Period ” shall have
the meaning specified in Section 14.04(c).

“ Wholly Owned Subsidiary ” means,
with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this definition, the reference to “more
than 50%” in the definition of “Subsidiary” shall be deemed replaced by a reference to “100%,” the calculation
of which shall exclude nominal amounts of the voting power of shares of Capital Stock or other interests in the relevant Subsidiary not
held by such person to the extent required to satisfy local minority interest requirements outside of the United States.

Section 1.02. References
to Interest . Unless the context otherwise requires, any reference to (a) interest on, or in respect of, any Note in this Indenture
shall be deemed to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to any of
Section 4.06(d) or Section 6.03; and (b) the payment of Defaulted Amounts shall be deemed to include any Default
Interest thereon. Unless the context otherwise requires, any express mention of Additional Interest in any provision hereof shall not
be construed as excluding Additional Interest in those provisions hereof where such express mention is not made.

15

Article 2

Issue, Description, Execution, Registration and Exchange of Notes

Section 2.01. Designation
and Amount . The Notes shall be designated as the “4.125% Convertible Senior Notes due 2031.” The aggregate principal
amount of Notes (including Affiliate Notes) that may be authenticated and delivered under this Indenture is initially limited to $275,000,000
(as increased by an amount equal to the aggregate principal amount of additional Notes purchased by the Initial Purchasers pursuant to
the exercise of their option to purchase additional Notes as set forth in the Purchase Agreement), which initially includes $50,000,000
aggregate principal amount of Affiliate Notes, subject to Section 2.10 and except for Notes authenticated and delivered upon registration
or transfer of, or in exchange for, or in lieu of other Notes to the extent expressly permitted hereunder.

Section 2.02. Form of
Notes . The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the respective
forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made
a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. In the case of any conflict between this Indenture and a Note, the provisions
of this Indenture shall control and govern to the extent of such conflict.

Any Global Note may be endorsed with or have incorporated
in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by
the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance
or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes
are subject.

Any of the Notes may have such letters, numbers
or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (execution
thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities
exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate
any special limitations or restrictions to which any particular Notes are subject.

Each Global Note shall represent such principal
amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby
may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges
permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes
represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions
given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including the Redemption Price and the Fundamental
Change Repurchase Price, if applicable) of, and any accrued and unpaid interest on, a Global Note shall be made to the Holder of such
Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.

16

Section 2.03. Date
and Denomination of Notes; Payments of Principal, Interest and Defaulted Amounts .

(a) The
Notes shall be issuable in registered form without coupons in minimum denominations of $1,000 principal amount and integral multiples
thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of such
Note. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial
months, on the basis of the number of days actually elapsed in a 30-day month. Solely for the purposes of disclosure under the Interest
Act (Canada), as amended, and the rules and regulations promulgated thereunder, the annual rate of interest to which the rate of
interest provided in the Notes is equivalent in respect of any period is the rate so determined multiplied by the actual number of days
in the calendar year in which such period ends and divided by 360.

(b) The
Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Regular Record
Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. The principal
amount of any Note (x) in the case of any Physical Note, shall be payable at the office or agency of the Company maintained by the
Company for such purposes in the continental United States of America, which shall initially be the Corporate Trust Office and (y) in
the case of any Global Note, shall be payable by wire transfer of immediately available funds to the account of the Depositary or its
nominee. The Company shall pay, or cause the Paying Agent to pay, interest (i) on any Physical Notes (A) to Holders holding
Physical Notes having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Notes at their address
as it appears in the Note Register and (B) to Holders holding Physical Notes having an aggregate principal amount of more than $5,000,000,
either by check mailed to each such Holder or, upon written application by such a Holder to the Note Registrar not later than the relevant
Regular Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States if such
Holder has provided the Company, the Trustee or the Paying Agent (if other than the Trustee) with the requisite information necessary
to make such wire transfer, which application shall remain in effect until the Holder notifies, in writing, the Note Registrar to the
contrary or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.

(c) Any
Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest per annum
at the rate borne by the Notes (such interest, “ Default Interest ”), subject to the enforceability thereof under applicable
law, from, and including, such relevant payment date, and such Defaulted Amounts shall be paid by the Company, at its election in each
case, as provided in clause (i) or (ii) below:

(i)   The
Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective Predecessor Notes)
are registered at the close of business on a special record date for the payment of such Defaulted Amounts, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount of the Defaulted Amounts proposed to be paid on each
Note and the date of the proposed payment (which shall be not less than 25 days after the receipt by the Trustee of such notice, unless
the Trustee shall consent to an earlier date), and at the same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount to be paid in respect of such Defaulted Amounts or shall make arrangements satisfactory to the Trustee for such
deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Amounts as in this clause provided. Thereupon the Company shall fix a special record date for the payment
of such Defaulted Amounts which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and
not less than 10 days after the receipt by the Trustee of the notice of the proposed payment (unless the Trustee shall consent to an
earlier date). The Company shall promptly notify the Trustee in writing of such special record date and the Trustee, in the name and
at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Amounts and the special record date therefor
to be delivered to each Holder not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted
Amounts and the special record date therefor having been so delivered, such Defaulted Amounts shall be paid to the Persons in whose names
the Notes (or their respective Predecessor Notes) are registered at the close of business on such special record date and shall no longer
be payable pursuant to the following clause (ii) of this Section 2.03(c).

17

(ii) The
Company may make payment of any Defaulted Amounts in any other lawful manner not inconsistent with the requirements of any securities
exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required
by such exchange or automated quotation system, if, after written notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

(iii) The
Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Defaulted Amounts, or with
respect to the nature, extent, or calculation of the amount of Defaulted Amounts owed, or with respect to the method employed in such
calculation of the Defaulted Amounts.

Section 2.04. Execution,
Authentication and Delivery of Notes . The Notes shall be signed in the name and on behalf of the Company by the manual, facsimile
or electronic signature of its Chief Executive Officer or Chief Financial Officer.

At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with
a Company Order (such Company Order to include the terms of the Notes) for the authentication and delivery of such Notes, and the Trustee
in accordance with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder;
provided that, subject to Section 17.05, the Trustee shall be entitled to receive an Officer’s Certificate and an Opinion
of Counsel of the Company with respect to the issuance, authentication and delivery of such Notes.

Only such Notes as shall bear thereon a certificate
of authentication substantially in the form set forth on the Form of Note attached as Exhibit A hereto, executed manually by
an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall
be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an
authenticating agent) upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

18

In case any Officer of the Company who shall have
signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the
Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person
who signed such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Company by such persons
as, at the actual date of the execution of such Note, shall be the Officers of the Company, although at the date of the execution of
this Indenture any such person was not such an Officer.

Section 2.05. Exchange
and Registration of Transfer of Notes; Restrictions on Transfer; Depositary .

(a) The
Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office
or agency of the Company designated pursuant to Section 4.02, the “ Note Register ”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register
shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee
is hereby initially appointed the “ Note Registrar ” for the purpose of registering Notes and transfers of Notes as
herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02.

Upon surrender for registration of transfer of
any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05,
the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing
such restrictive legends as may be required by this Indenture.

Notes may be exchanged for other Notes of any
authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or
agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing
registration numbers not contemporaneously outstanding.

All Notes presented or surrendered for registration
of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note
Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company
and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing.

No service charge shall be imposed by the Company,
the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any registration of transfer or exchange of Notes, but
the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in
connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different
from the name of the Holder of the old Notes surrendered for exchange or registration of transfer.

19

None of the Company, the Trustee, the Note Registrar
or any co-Note Registrar shall be required to exchange for other Notes or register a transfer of (i) any Notes surrendered for conversion
or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or
a portion of any Note, surrendered for required repurchase upon a Fundamental Change (and not withdrawn) in accordance with Article 15
or (iii) any Notes selected for Optional Redemption in accordance with Article 16, except the unredeemed portion of any Note
being redeemed in part.

All Notes issued upon any registration of transfer
or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled
to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

(b) So
long as any Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the fourth
paragraph from the end of Section 2.05(c) all Notes (other than Affiliate Notes, if any, which may be issued as Physical Notes)
shall be represented by one or more Notes in global form (each, a “ Global Note ”) registered in the name of the Depositary
or the nominee of the Depositary. Each Global Note shall bear the legend required on a Global Note set forth in Exhibit A hereto.
The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected
through the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture (including the restrictions on transfer
set forth herein) and the applicable procedures of the Depositary therefor.

(c) Every
Note that bears or is required under this Section 2.05(c) to bear the Restrictive Notes Legend (together with any Common Share
issued upon conversion of the Notes that is required to bear the legend set forth in Section 2.05(d), collectively, the “ Restricted
Securities ”) shall be subject to the restrictions on transfer set forth in this Section 2.05(c) (including the Restrictive
Notes Legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the
Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions
on transfer. As used in this Section 2.05(c) and Section 2.05(d), the term “ transfer ” encompasses any
sale, pledge, transfer or other disposition whatsoever of any Restricted Security or any Affiliate Note.

Any certificate evidencing a Note (and all securities
issued in exchange therefor or substitution thereof, other than Common Shares, if any, issued upon conversion thereof, which shall bear
the legend set forth in Section 2.05(d), if applicable) shall bear a legend in substantially the following form (the “ Restrictive
Notes Legend ”) (unless (w) such Notes have been transferred pursuant to a registration statement that has become or been
declared effective under the Securities Act and that continues to be effective at the time of such transfer, (x) such Notes have
been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities
Act, or (y) otherwise agreed by the Company in writing, with notice thereof to the Trustee):

20

THE OFFER AND SALE OF THIS NOTE AND THE COMMON
SHARES, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ SECURITIES ACT ”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

(1) REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND

(2) AGREES
FOR THE BENEFIT OF OSISKO DEVELOPMENT CORP. (THE “ COMPANY ”) THAT IT WILL NOT OFFER TO SELL, PLEDGE OR OTHERWISE TRANSFER
THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:

(A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF;

(B) PURSUANT
TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT;

(C) TO
A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT;

(D) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); OR

(E)   PURSUANT
TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

BEFORE THE REGISTRATION OF ANY SALE OR TRANSFER
IN ACCORDANCE WITH CLAUSE (2)(D) OR (E) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT THE PROPOSED
SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

[INCLUDE FOLLOWING LEGEND IF SECURITY IS AN AFFILIATE
NOTE (the “ Affiliate Note Legend ”]

[THIS NOTE IS AN “AFFILIATE NOTE”
AS DEFINED IN THE INDENTURE. NOTWITHSTANDING THE FOREGOING, AND THE COMMON SHARES, IF ANY, ISSUABLE UPON CONVERSION OF THIS
SECURITY MAY NOT BE RESOLD UNLESS REGISTERED UNDER THE SECURITIES ACT, RESOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT IN A TRANSACTION THAT RESULTS IN THIS SECURITY NO LONGER BEING A “RESTRICTED SECURITY” (AS DEFINED
IN RULE 144), OR AS OTHERWISE PERMITTED PURSUANT TO THE FOREGOING LEGEND SO LONG AS IT CONTINUES TO BE SUBJECT TO THE RESTRICTIONS APPLICABLE
TO AN AFFILIATE NOTE.]

21

No transfer of any Note required to bear the legend
above will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.
No Notes bearing, or required to bear, the Restrictive Notes Legend (or any interest therein) may be exchanged for, or transferred with
the Holder taking delivery in the form of, Notes bearing, or required to bear, the Affiliate Note Legend (or any interest therein).

Subject to Section 2.02, or a determination
by the Trustee and the Company that such legend is no longer required, each Note (including any Affiliate Note) shall bear the following
legend (a “ Canadian Restrictive Legend ”) in substantially the following form:

IN CANADA, UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY OR THE SECURITIES ISSUED UPON THE EXERCISE OF THIS SECURITY BEFORE September 27,
2026.

provided that after the expiration of the
date referenced in such legend, all requirements that such Note bear such legend shall cease.

Any Note (or security issued in exchange or substitution
therefor) (i) that has been transferred pursuant to a registration statement that has become effective or been declared effective
under the Securities Act and that continues to be effective at the time of such transfer or (ii) that has been sold pursuant to
the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, shall, upon
surrender of such Note for exchange to the Note Registrar in accordance with the provisions of this Section 2.05, be exchanged for
a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Restrictive Notes Legend required by this
Section 2.05(c) and shall not be assigned a restricted CUSIP number; provided that in the case of an Affiliate Note, such Note
has been sold in a transaction that results in such Note ceasing to be a “restricted security” (as defined under Rule 144).
The Company shall be entitled to instruct the Custodian in writing to so surrender any Global Note as to which any of the conditions
set forth in clause (i) or (iii) of the immediately preceding sentence have been satisfied, and, upon such instruction, the
Custodian shall so surrender such Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the Restrictive
Notes Legend specified in this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall promptly
notify the Trustee in writing after a registration statement, if any, with respect to the Notes or any Common Shares issued upon conversion
of the Notes has become or been declared effective under the Securities Act; provided that an such failure to notify the Trustee
pursuant to this sentence shall not constitute an Event of Default hereunder.

Every Affiliate Note shall be subject to the restrictions
on transfer set forth in this ‎‎Section 2.05(c) (including the Affiliate Note Legend), unless such restrictions on
transfer shall be eliminated or otherwise waived by written consent of the Company, and the Holder of each such Affiliate Note, by such
Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer.

22

In addition, any Affiliate Note that has been
transferred to a non-Affiliate of the Company, upon surrender of such Affiliate Note for exchange to the Note Registrar in accordance
with the provisions of this Section 2.05, may be exchanged for a new Note or Notes, of like tenor and aggregate principal amount,
which shall not bear the Affiliate Note Legend required by this ‎Section 2.05(c) provided that such Note or Notes would
then be eligible for resale under Rule 144 (without regard to Rule 144(c)(1) but including the satisfaction of a six-months
holding period requirement under Rule 144(d)(1)). Upon any such exchange, such Note or Notes shall cease to be Affiliate Notes.
The Company shall be entitled to instruct the Custodian in writing to so surrender any Global Note as to which the conditions set forth
in the immediately preceding sentence have been satisfied, and, upon such instruction, the Custodian shall so surrender such Global
Note for exchange; and any new Global Note so exchanged therefor shall not bear the Affiliate Note Legend specified in this ‎Section 2.05(c).

Notwithstanding any other provisions of this Indenture
(other than the provisions set forth in this Section 2.05(c)), a Global Note may not be transferred as a whole or in part except
(i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for
exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the second immediately succeeding paragraph.

The Depositary shall be a clearing agency registered
under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global
Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of
the Depositary, and deposited with the Trustee as custodian for Cede & Co.

If (i) the Depositary notifies the Company
at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor Depositary is not
appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor
Depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing
and, subject to the Depositary’s applicable procedures, a beneficial owner of any Note requests that its beneficial interest therein
be issued as a Physical Note, the Company shall execute, and the Trustee, upon receipt of an Officer’s Certificate and a Company
Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii), a Physical Note
to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s
beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each beneficial owner of the related Global
Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange
for such Global Notes, and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled.

Physical Notes issued in exchange for all or a
part of the Global Note pursuant to this Section 2.05(c) shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (iii) of
the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee in writing. Upon execution and authentication,
the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered. Notwithstanding the
foregoing, no Affiliate Note that is a Physical Note may be transferred into a Global Note other than a Global Note bearing the Affiliate
Note Legend other than in connection with a transfer to a Person other than the Company or an Affiliate in accordance with the Affiliate
Note Legend or otherwise in connection with an exchange by a non-Affiliate of the Company as a result of which the Affiliate Note Legend
may be removed.

23

At such time as all interests in a Global Note
have been converted, canceled, repurchased upon a Fundamental Change, redeemed or transferred, such Global Note shall be, upon receipt
thereof, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian.
At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased
upon a Fundamental Change, redeemed or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged
or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures
and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an
endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction
or increase.

None of the Company, the Trustee or any agent
of the Company or the Trustee shall have any responsibility or liability for any act or omission of the Depositary or for the payment
of amounts to owners of beneficial interests in a Global Note, for any aspect of the records relating to or payments made on account
of those interests by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to those interests.

(d) Any
share certificate representing Common Shares issued upon conversion of a Note shall bear a legend in substantially the following form
(unless (v) such Common Shares have been transferred pursuant to a registration statement that has become or been declared effective
under the Securities Act and that continues to be effective at the time of such transfer, (w) such Common Shares have been transferred
pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act,
(x) such Common Shares have been issued upon conversion of a Note that has been transferred (I) pursuant to a registration
statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such
transfer, or (II) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under
the Securities Act or (y) otherwise agreed by the Company with written notice thereof to the Trustee and any transfer agent for
the Common Shares:

THE OFFER AND SALE OF THIS COMMON SHARE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND MAY NOT BE OFFERED,
SOLD, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE ACQUIRER:

(1) REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND

24

(2) AGREES
FOR THE BENEFIT OF OSISKO DEVELOPMENT CORP. (THE “ COMPANY ”) THAT IT WILL NOT OFFER TO SELL, PLEDGE OR OTHERWISE TRANSFER
THIS COMMON SHARE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT:

(A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF;

(B)   PURSUANT
TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT;

(C) TO
A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT;

(D) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); OR

(E)   PURSUANT
TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

BEFORE THE REGISTRATION OF ANY SALE OR TRANSFER
IN ACCORDANCE WITH CLAUSE (2)(D) OR (E) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY’S COMMON SHARES RESERVE
THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER
TO DETERMINE THAT THE PROPOSED SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

Any such Common Share (i) that has been transferred
pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective
at the time of such transfer or (ii) that has been sold pursuant to the exemption from registration provided by Rule 144 or
any similar provision then in force under the Securities Act, shall, upon surrender of the certificates representing such Common Shares
for exchange in accordance with the procedures of the transfer agent for the Common Shares, be exchanged for a new certificate or certificates
for a like aggregate number of Common Shares, which shall not bear the restrictive legend required by this Section 2.05(d).

Further, any share certificate representing Common
Shares issued upon conversion of a Note that bears the Canadian Restrictive Legend shall, if the conversion occurs prior to the date
referenced in the Canadian Restrictive Legend, bear a legend in substantially the following form:

IN CANADA, UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE September 27, 2026.

25

The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial
owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.

(e) Any
Note (other than an Affiliate Note) or Common Share issued upon the conversion or exchange of a Note (other than an Affiliate Note) that
is repurchased or owned by the Company or any Affiliate of the Company (or any Person who was an Affiliate of the Company at any time
during the three months immediately preceding) may not be resold by the Company or such Affiliate (or such Person, as the case may be)
unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act
in a transaction that results in such Note or Common Share, as the case may be, no longer being a “restricted security” (as
defined under Rule 144).

Section 2.06. Mutilated,
Destroyed, Lost or Stolen Notes . In case any Note shall become mutilated or be destroyed, lost or stolen, the Company in its discretion
may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver,
a new Note, bearing a registration number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or
in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note shall furnish
to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them
to save each of them harmless from any loss, claim, liability, cost or expense caused by or connected with such substitution, and, in
every case of destruction, loss or theft, the applicant shall also furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

The Trustee or such authenticating agent may authenticate
any such substituted Note and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable,
such authenticating agent may require. No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note
Registrar or the Paying Agent upon the issuance of any substitute Note, but the Company may require a Holder to pay a sum sufficient
to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder
of the new substitute Note being different from the name of the Holder of the old Note that became mutilated or was destroyed, lost or
stolen. In case any Note that has matured or is about to mature or has been surrendered for redemption or required repurchase upon a
Fundamental Change or is about to be converted in accordance with Article 14 shall become mutilated or be destroyed, lost or stolen,
the Company may, in its sole discretion, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize
the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for
such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security
or indemnity as may be required by them to save each of them harmless for any loss, claim, liability, cost or expense caused by or connected
with such substitution, and, in every case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable,
any Paying Agent or Conversion Agent evidence of their satisfaction of the destruction, loss or theft of such Note and of the ownership
thereof.

26

Every substitute Note issued pursuant to the provisions
of this Section 2.06 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all
the benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all
other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and owned upon the express condition that
the foregoing provisions are exclusive with respect to the replacement, payment, redemption, conversion or repurchase of mutilated, destroyed,
lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement, payment, redemption, conversion or repurchase of negotiable instruments or other
securities without their surrender.

Section 2.07. Temporary
Notes . Pending the preparation of Physical Notes, the Company may execute and the Trustee or an authenticating agent appointed by
the Trustee shall, upon written request of the Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary
Notes shall be issuable in any authorized denomination, and substantially in the form of the Physical Notes but with such omissions,
insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note
shall be executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and in substantially
the same manner, and with the same effect, as the Physical Notes. Without unreasonable delay, the Company shall execute and deliver to
the Trustee or such authenticating agent Physical Notes (other than any Global Note) and thereupon any or all temporary Notes (other
than any Global Note) may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.02
and the Trustee or such authenticating agent shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal
amount of Physical Notes. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged,
the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as
Physical Notes authenticated and delivered hereunder.

Section 2.08. Cancellation
of Notes Paid, Converted, Etc . The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase upon
a Fundamental Change, redemption, registration of transfer or exchange or conversion, if surrendered to the Company or any of its agents
or Subsidiaries, to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly by
it in accordance with its customary procedures. Except for any Notes surrendered for registration of transfer or exchange, or as otherwise
expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated in exchange for any Notes surrendered
to the Trustee for cancellation. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such
disposition, shall deliver evidence of such disposition to the Company, at the Company’s written request in a Company Order.

Section 2.09. CUSIP
Numbers . The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee
shall use “CUSIP” numbers in all notices issued to Holders as a convenience to such Holders; provided that the Trustee
shall have no liability for any defect in the “CUSIP” numbers as they appear on any Note, notice or elsewhere, and, provided,
further, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on
the Notes or on such notice and that reliance may be placed only on the other identification numbers printed on the Notes. The Company
shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers. Any Affiliate Note identified by a “CUSIP”
number shall bear a distinct CUSIP number from all other Notes.

27

Section 2.10. Additional
Notes; Repurchases . The Company may, without the consent of, or notice to, the Holders and notwithstanding Section 2.01, reopen
this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences
in the issue date, the issue price, interest accrued prior to the issue date of such additional Notes and, if applicable, restrictions
on transfer in respect of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional
Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax, Canadian federal income tax or securities
law purposes, such additional Notes shall have one or more separate CUSIP numbers. Prior to the issuance of any such additional Notes,
the Company shall deliver to the Trustee a Company Order, an Officer’s Certificate and an Opinion of Counsel, such Officer’s
Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably
request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are
surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through
a privately negotiated transaction or public tender or exchange offer or through counterparties to private agreements, including by cash-settled
swaps or other derivatives, in each case, without the consent of or notice to the Holders of the Notes. The Company may not resell or
reissue any Notes so repurchased.

Section 2.11. Additional
Amounts .

(a) All
payments or deliveries (whether upon conversion (together with payments of cash in lieu of fractional shares), repurchase, redemption,
maturity or otherwise, and including any payments of interest, and whether in cash, Common Shares, Reference Property or otherwise) made
by or on behalf of the Company or any successor to the Company under or with respect to the Notes are required to be made free and clear
of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental
charge (including penalties, interest and other liabilities related thereto) (collectively, “ Taxes ”) imposed or levied
by or on behalf of the government of Canada, any province or territory of Canada or any political subdivision or any authority or agency
therein or thereof, or any other jurisdiction in which the Company, or any successor following any consolidation, merger, amalgamation,
combination or similar transaction involving the Company, are or are deemed to be organized, resident or doing business for tax purposes
or from or through which payments or deliveries by or on behalf of the Company with respect to the Notes are made or deemed made or by
or within any political subdivision thereof or any authority or agency therein or thereof having power to tax (each, a “ Relevant
Taxing Jurisdiction ”), unless the withholding or deduction of such Taxes is then required by law or by the interpretation or
administration thereof.

(b) If
the Company is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from
any payment or delivery made under or with respect to the Notes, the Company shall be required to pay such additional amounts (“ Additional
Amounts ”) as may be necessary so that the net amount received by each Holder or beneficial owner of Notes (including Additional
Amounts) after such withholding or deduction will not be less than the amount such Holder or beneficial owner of Notes would have received
if such Taxes (including Taxes on such Additional Amounts) had not been withheld or deducted; provided , however , that the
foregoing obligations to pay Additional Amounts do not apply to:

(i) any
Canadian withholding Taxes imposed on a payment to a Holder or beneficial owner of Notes by reason of the Company not dealing at arm’s
length (within the meaning of the Tax Act) with such Holder or beneficial owner of Notes at the time of the payment;

28

(ii) any
Canadian withholding Taxes imposed on a payment to a Holder or beneficial owner of Notes by reason of such Holder or beneficial owner
being a “specified shareholder” of the Company (as defined in subsection 18(5) of the Tax Act) or by reason of such
Holder or beneficial owner not dealing at arm’s length with a specified shareholder of the Company;

(iii) any
Canadian withholding Taxes imposed on a payment to a Holder or beneficial owner of Notes by reason of the Company being a “specified
entity” (as defined in subsection 18.4(1) of the Tax Act) in respect of such Holder or beneficial owner;

(iv) any
Taxes imposed on a payment to a Holder or beneficial owner of Notes by reason of such Holder’s or beneficial owner’s failure
to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required
by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of
deduction or withholding of, such Taxes if and to the extent that the Holder or beneficial owner is legally eligible to comply with such
request without undue hardship (provided that in the case of any imposition or change in any such certification, identification, information,
documentation or other reporting requirement which applies to Holders or beneficial owners of Notes who are not residents of Canada,
at least sixty (60) days prior to the effective date of any such imposition or change, the Company shall give written notice, in the
manner provided for in this Indenture, to the Trustee and the applicable Holders then outstanding of such imposition or change, as the
case may be, and provide the Trustee and such Holders with such forms or documentation, if any, as may be required to comply with such
certification, identification, information, documentation, or other reporting requirement);

(v) any
Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or beneficial
owner of Notes (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the
relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability
company or corporation) and the Relevant Taxing Jurisdiction including, for greater certainty and without limitation, being or having
been a citizen, resident or national thereof, or being or having been present or engaged in a trade or business therein or maintaining
a permanent establishment or other physical presence in the Relevant Taxing Jurisdiction (other than, in each case, a connection from
the mere acquisition, ownership or holding of such Note or a beneficial interest therein or the enforcement of rights thereunder or the
receipt of any payment in respect thereof);

29

(vi) in
cases where presentation of a Note is required to receive payment or delivery, any Taxes that would not have been imposed but for the
presentation of such Note more than 30 days after the later of (x) the date on which such payment or delivery became due and payable
or deliverable, as applicable, and (y) the date such payment or delivery was made or duly provided for, except, in each case, to
the extent that the applicable Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for
payment or delivery, as applicable, on the last day of such 30-day period;

(vii) any
estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge;

(viii) any
Tax that is payable otherwise than by withholding or deduction from payments or deliveries under or with respect to the Notes;

(ix) any
Taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the
“ Code ”), any current or future U.S. Treasury Regulations or rulings promulgated thereunder, any agreements thereunder
or official interpretations thereof, any law or regulation adopted pursuant to an intergovernmental agreement with respect to the foregoing
or any agreements entered into pursuant to Section 1471(b)(1) of the Code; or

(x) any
Taxes imposed on or with respect to any payment by the Company or its successor to a Holder of Notes, if such Holder is a fiduciary,
partnership or any Person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under
the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect
to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such Additional
Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof,

(any Taxes imposed by a Relevant Taxing Jurisdiction that
are not excluded pursuant to any (or any combination) of the above clauses are referred to as “ Indemnified Taxes ”).

(c) The
Company shall timely make any required withholding or deduction and remit the full amount deducted or withheld to the Relevant Taxing
Jurisdiction in accordance with applicable law. The Company shall provide the Trustee (and the Holders and beneficial owners of Notes
upon request) with official receipts or other documentation evidencing the payment of the Taxes with respect to which Additional Amounts
are paid.

(d) If
the Company is or will become obligated to pay Additional Amounts under or with respect to any payment or delivery made on the Notes,
at least 30 days prior to the date of such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior
to such date, in which case it shall be promptly thereafter), the Company shall deliver to the Trustee (with a copy to the Paying Agent
(if other than the Trustee)) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount so
payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to Holders or beneficial owners on
the relevant payment date.

30

(e) Whenever
in this Indenture there is mentioned in any context: (i) the payment of principal; (ii) Redemption Price in connection with
a Redemption of Notes; (iii) Fundamental Change Repurchase Price in connection with a repurchase of Notes upon a Fundamental Change;
(iv) interest; or (v) any other deliveries or amount payable on or with respect to any of the Notes (including deliveries or
amounts payable on conversion), such reference shall be deemed to include payment of Additional Amounts provided for in this Section 2.11
to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(f)   The
Company shall indemnify and hold harmless a Holder or beneficial owner of the Notes for the amount of any Indemnified Taxes (including,
for greater certainty, Tax payable pursuant to Regulation 803 of the Income Tax Regulations (Canada)) levied or imposed and paid by such
Holder or beneficial owner as a result of payments made under or with respect to the Notes, any liability (including penalties, interest,
additions to tax and expenses) arising therefrom or with respect thereto, and any such Indemnified Taxes levied or imposed and paid by
such Holder or beneficial owner of the Notes with respect to any reimbursement under this paragraph.

(g) The
Company shall pay any present or future stamp, court or documentary taxes or any other excise, property or similar Taxes, charges or
levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of the Notes, this Indenture
or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Notes and the Company shall
indemnify the Holders and beneficial owners of Notes for any such amounts (including penalties, interest and other liabilities related
thereto) paid by such Holders or beneficial owners.

(h) The
obligations described in this Section 2.11 will survive any termination or discharge of this Indenture and will apply, mutatis
mutandis , to any jurisdiction in which any successor person to the Company is organized, resident or doing business for Tax purposes
or any jurisdiction from or through which such person or its paying agent makes any payment on the Notes and, in each case, any department
or political subdivision thereof or therein.

Article 3

Satisfaction and Discharge

Section 3.01. Satisfaction
and Discharge . (a) This Indenture and the Notes shall cease to be of further effect when (i) all Notes theretofore authenticated
and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been replaced, paid or converted as
provided in Section 2.06 and (y) Notes for whose payment money has heretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.04(d)) have
been delivered to the Trustee for cancellation; or (ii) the Company has deposited with the Trustee or delivered to Holders, as applicable,
after the Notes have become due and payable, whether on the Maturity Date, any Redemption Date, any Fundamental Change Repurchase Date,
upon conversion or otherwise, cash or cash and/or Common Shares, solely to satisfy the Company’s Conversion Obligation, sufficient
to pay all of the outstanding Notes, and all other sums due and payable under this Indenture or the Notes by the Company; and (b) the
Trustee upon request of the Company contained in an Officer’s Certificate and at the expense of the Company, shall execute such
instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture and the Notes, when the Company
has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture and the Notes have been complied with. Notwithstanding the
satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee, the obligations of the Company to
the Trustee under Section 7.06 shall survive.

31

Article 4

Particular Covenants of the Company

Section 4.01. Payment
of Principal and Interest. The Company covenants and agrees that it will cause to be paid the principal (including the Redemption
Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, each of the Notes at the places,
at the respective times and in the manner provided herein and in the Notes.

Any applicable withholding taxes (including backup
withholding) may be withheld from interest and payments upon conversion, repurchase, redemption or maturity of the Notes, subject to
the Company’s obligation to pay Additional Amounts in certain circumstances pursuant to Sections 2.11 and 16.04(d). Additionally,
if any withholding taxes (including backup withholding) are paid on behalf of a Holder or beneficial owner, those withholding taxes may
be withheld from or set off against payments of cash or Common Shares, if any, payable on the Notes (or, in some circumstances, any payments
on the Common Shares) or sales proceeds received by, or other funds or assets of, the Holder or beneficial owner, subject to the Company’s
obligation to pay Additional Amounts in certain circumstances pursuant to Sections 2.11 and 16.04(d).

Section 4.02. Maintenance
of Office or Agency. The Company will maintain in the continental United States of America an office or agency where the Notes may
be surrendered for registration of transfer or exchange or for presentation for payment or repurchase (“ Paying Agent ”)
or for conversion (“ Conversion Agent ”) and where notices and demands to or upon the Company in respect of the Notes
and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust
Office or the office or agency of the Trustee in the continental United States of America.

The Company may also from time to time designate
as co-Note Registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency in the continental United States of America for such purposes. The Company
will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other
office or agency. The terms “ Paying Agent ” and “ Conversion Agent ” include any such additional or
other offices or agencies, as applicable.

32

The Company hereby initially designates the Trustee
as the Paying Agent, Note Registrar, Custodian and Conversion Agent and the Corporate Trust Office as the office or agency in the continental
United States of America where Notes may be surrendered for registration of transfer or exchange or for presentation for payment or repurchase
or for conversion and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served; provided
that the Corporate Trust Office shall not be a place for service of legal process for the Company.

Each Holder of a Physical Note may, in such Holder’s
sole discretion, appoint the Custodian to act on behalf of such Holder of Physical Notes. The Custodian’s sole responsibility in
respect of Physical Notes is to hold in safe keeping such Physical Notes for which it is acting as Custodian (the “ Custodied
Notes ”) on behalf of the Holders. The Custodian shall transfer any Custodied Notes and surrender any Custodied Notes only in
accordance with the written direction of the Holder or Holders of such Custodied Notes in whose name such Notes are registered; provided,
that the Custodian is hereby directed by each Holder of a Custodied Note to surrender such Custodied Note called for Optional Redemption
and to surrender such Custodied Note to the Company on the Maturity Date. The Custodian’s duty with respect to a Custodied Note
in its physical possession shall be limited to the exercise of reasonable care by the Custodian with respect to such Custodied Note in
its physical possession. For the avoidance of doubt, notwithstanding that the Custodian may have physical possession of any Note with
respect to which it is acting in its capacity as Custodian, such Note shall nonetheless be the property solely of the Holder of such
Note. The Custodian hereby agrees to act in its capacity as such with respect to, and hereby agrees to take and hold in accordance with
the Notes of each applicable Holder. At any time after the date of this Indenture, any Holder of a Physical Note shall inform the Custodian
in writing (including by e-mail) that such Holder no longer wishes the Custodian to act in its capacity as such with respect to any Notes
of such Holder, the Custodian will promptly cause such Notes to be delivered to such Holder by first-class mail (or by such other delivery
method as such Holder and the Custodian shall agree). Upon the written request of any future Holder of Physical Notes, the Custodian
shall act in its capacity as such with respect to, and shall take and hold in accordance with this Section 4.02, the Notes of such
Holder. The Custodian shall be entitled to all of the rights, privileges and immunities of the Trustee and the other agents in acting
hereunder.

Section 4.03. Appointments
to Fill Vacancies in Trustee’s Office. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.09, a Trustee, so that there shall at all times be a Trustee hereunder (and, if
required by Canadian securities laws or by Canadian corporate law, a Canadian trustee hereunder).

Section 4.04. Provisions
as to Paying Agent.

(a) If
the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04:

(i) that
it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price and the Fundamental Change
Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes in trust for the benefit of the Holders;

33

(ii) that
it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal (including the Redemption
Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes when the same shall
be due and payable; and

(iii) that
at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums
so held in trust.

The Company shall, on or before each due date
of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid
interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including the Redemption Price and the
Fundamental Change Repurchase Price, if applicable) or such accrued and unpaid interest, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee in writing of any failure to take such action; provided that if such deposit is made
on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date.

(b) If
the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption Price and
the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Notes, set aside, segregate and hold
in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal (including the Redemption Price and the Fundamental
Change Repurchase Price, if applicable) and accrued and unpaid interest so becoming due and will promptly notify the Trustee in writing
of any failure to take such action and of any failure by the Company to make any payment of the principal (including the Redemption Price
and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, the Notes when the same shall become
due and payable.

(c) Anything
in this Section 4.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction
and discharge of this Indenture, or for any other reason, pay, cause to be paid or deliver to the Trustee all sums or amounts held in
trust by the Company or any Paying Agent hereunder as required by this Section 4.04, such sums or amounts to be held by the Trustee
upon the trusts herein contained and upon such payment or delivery by the Company or any Paying Agent to the Trustee, the Company or
such Paying Agent shall be released from all further liability but only with respect to such sums or amounts.

(d) Subject
to applicable escheatment laws, any money and Common Shares deposited with the Trustee or any Paying Agent, or then held by the Company,
in trust for the payment of the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable)
of, accrued and unpaid interest on and the consideration due upon conversion of any Note and remaining unclaimed for two years after
such principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), interest or consideration
due upon conversion has become due and payable shall be paid to the Company on request of the Company contained in an Officer’s
Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money and Common Shares, and all liability of the Company as trustee thereof, shall thereupon cease.

34

(e)              Upon
any Event of Default pursuant to Section 6.01(h) or Section 6.01(i), the Trustee shall automatically be Paying Agent for
the Notes.

Section 4.05.       Existence.
Subject to Article 11, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect
its corporate existence.

Section 4.06.       Rule 144A
Information Requirement and Annual Reports .

(a)             At
any time the Company is not subject to Section 13 or 15(d) of the Exchange Act and not exempt from reporting pursuant to Rule 12g3-2(b) under
the Exchange Act, the Company shall, so long as any of the Notes or any Common Shares issuable upon conversion thereof shall, at such
time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly
provide to the Trustee and, upon written request, any Holder, beneficial owner or prospective purchaser of such Notes or any Common Shares
issuable upon conversion of such Notes, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act to facilitate the resale of such Notes or Common Shares pursuant to Rule 144A.

(b)             The
Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents
or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding
any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission,
and after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act (or any successor thereto), which grace
period, for the avoidance of doubt, shall be deemed applicable whether or not the Company checks the box in the relevant Rule 12b-25
filing indicating the Company expects to file such report with the applicable Rule 12b-25 grace period). Any such document or report
that the Company files with the Commission via the Commission’s EDGAR system (or any successor system) shall be deemed to be filed
with the Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EDGAR system (or such successor),
it being understood that the Trustee shall not be responsible for determining whether such filings have been made.

(c)              Delivery
of the reports, information and documents described in subsection (b) above to the Trustee is for informational purposes only, and
the information and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained
therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).

35

(d)             If,
at any time after the date that is six months after the last date of original issuance of the Notes, the Company has failed to timely
file any report or other materials that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act, as applicable during the preceding 12 months (other than reports on Form 6-K to the extent that the Company continues
to satisfy the "current public information" requirements of Rule 144 under the Securities Act and after giving effect
to all applicable grace periods thereunder, including any grace periods provided by Rule 12b-25 (or any successor rule) which grace
period, for the avoidance of doubt, shall be deemed applicable whether or not the Company checks the box in the relevant Rule 12b-25
filing indicating the Company expects to file such report with the applicable Rule 12b-25 grace period), or the Notes (other than
the Affiliate Notes) are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates
or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (as a result of restrictions
pursuant to U.S. securities laws or the terms of this Indenture or the Notes) without any requirements as to volume, manner of sale,
availability of current public information or notice under the Securities Act (except that any such requirement as to the availability
of current public information will be disregarded if the same is satisfied at that time), the Company shall pay Additional Interest on
the Notes. Such Additional Interest shall accrue on the Notes at a rate equal to 0.50% per annum of the principal amount of the Notes
outstanding for each day on which the Company’s failure to file has occurred and is continuing or the Notes (other than the Affiliate
Notes) are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders that
were the Company’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to
U.S. securities laws or the terms of this Indenture or the Notes). As used in this Section 4.06(d), reports or other materials that
the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does
not include reports or other materials that the Company furnishes to the Commission pursuant to Section 13 or 15(d) of the
Exchange Act.

(e)             [Reserved].

(f)              Additional
Interest will be payable in arrears on each Interest Payment Date in the same manner as regular interest on the Notes.

(g)             Subject
to the immediately succeeding sentence, the Additional Interest that is payable in accordance with Section 4.06(d) shall be
in addition to, and not in lieu of, any Additional Interest that may be payable as a result of the Company’s election pursuant
to Section 6.03; provided, however, that if a failure to file giving rise to the Company’s obligation to pay Additional Interest
pursuant to Section 4.06(d) initially occurs on or after the close of business on a Regular Record Date and prior to the open
of business on the corresponding Interest Payment Date, the Additional Interest that accrues during such period will be due on the Interest
Payment Date next succeeding such corresponding Interest Payment Date, and no interest shall accrue in respect of such delay. However,
in no event shall Additional Interest payable for the Company’s failure to comply with its obligations to file any report or other
materials that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as
applicable, during the preceding 12 months (other than reports on Form 6-K to the extent that the Company continues to satisfy the
“current public information” requirements of Rule 144 under the Securities Act and after giving effect to all applicable
grace periods thereunder, including any grace period provided by Rule 12b-25 (or any successor rule) which grace period, for the
avoidance of doubt, shall be deemed applicable whether or not the Company checks the box in the relevant Rule 12b-25 filing indicating
the Company expects to file such report with the applicable Rule 12b-25 grace period), as set forth in Section 4.06(d), together
with any Additional Interest that may accrue in the event the Company elects to pay Additional Interest in respect of an Event of Default
relating to the Company’s failure to comply with its reporting obligations pursuant to Section 6.03, accrue at a rate in excess
of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to
pay such Additional Interest.

36

(h)             If
Additional Interest is payable by the Company pursuant to Section 4.06(d), the Company shall deliver to the Trustee an Officer’s
Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such
Additional Interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such Officer’s
Certificate, the Trustee may conclusively assume without inquiry that no such Additional Interest is payable. If the Company has paid
Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officer’s Certificate setting
forth the particulars of such payment.

(i)              Without
limiting the generality of Section 2.05(c) or Section 2.05(d), if a Holder of any Note or a holder of any Common Share
issued upon conversion of any Note, or an owner of a beneficial interest in any Global Note, or in a global certificate representing
any Common Share issued upon conversion of any Note, transfers such Note or Common Share in compliance with Rule 144 and delivers
to the Company a written request, certifying that it is not, and has not been at any time during the preceding three months, an Affiliate
of the Company, to reissue such Note or Common Share without a restrictive legend, then the Company shall cause the same to occur promptly
following such request (and, if applicable, cause such Note or Common Share to thereafter be represented by an “unrestricted”
CUSIP number in the facilities of the related Depositary), and the Company shall use its commercially reasonable efforts to cause such
occurrence within two Trading Days of such request.

Section 4.07.       Stay,
Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would
prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and the Company
(to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not,
by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

Section 4.08.       Compliance
Certificate; Statements as to Defaults. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year
of the Company (beginning with the fiscal year ending on December 31, 2026) an Officer’s Certificate stating whether the signers
thereof have knowledge of any Event of Default that occurred during the previous year and, if so, specifying each such Event of Default
and the nature thereof.

In addition, the Company shall deliver to the
Trustee, within 30 days after the Company obtains knowledge of the occurrence of any Event of Default or Default, an Officer’s
Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing
to take in respect thereof; provided that the Company is not required to deliver such notice if such Event of Default or Default
has been cured or is no longer continuing.

Section 4.09.       Further
Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

37

Article 5

Lists of Holders and Reports by the Company and the Trustee

Section 5.01.       Lists
of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, semi-annually, not more
than 15 days after each June 1 and December 1 in each year beginning with December 1, 2026, and at such other times as
the Trustee may request in writing, within 30 days after receipt by the Company of any such request (or such lesser time as the Trustee
may reasonably request in order to enable it to timely provide any notice to be provided by it hereunder), a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days (or such other date as the
Trustee may reasonably request in order to so provide any such notices) prior to the time such information is furnished, except that
no such list need be furnished so long as the Trustee is acting as Note Registrar.

Section 5.02.       Preservation
and Disclosure of Lists. The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the
names and addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by
the Trustee in its capacity as Note Registrar, if so acting. The Trustee may dispose of any list furnished to it as provided in Section 5.01
upon receipt of a new list so furnished.

Article 6

Defaults and Remedies

Section 6.01.       Events
of Default. Each of the following events shall be an “ Event of Default ” with respect to the Notes:

(a)             default
in any payment of interest on any Note when due and payable, and the default continues for a period of 30 days;

(b)             default
in the payment of principal of any Note when due and payable on the Maturity Date, upon Redemption, upon any required repurchase, upon
declaration of acceleration or otherwise;

(c)              failure
by the Company to comply with its obligation to convert the Notes in accordance with this Indenture upon exercise of a Holder’s
conversion right and such failure continues for three Business Days;

(d)             failure
by the Company to give (i) a Fundamental Change Company Notice in accordance with Section 15.02(c) or notice of a Make-Whole
Fundamental Change in accordance with Section 14.03(b), in either case when due and such failure continues for five Business Days,
or (ii) notice of a specified corporate transaction or event in accordance with Section 14.01(b)(ii) or 14.01(b)(iii) when
due and such failure continues for five Business Days;

(e)              failure
by the Company to comply with its obligations under Article 11;

(f)              except
for such Events of Default referenced in clauses (a), (b), (c), (d), (e) or (k), failure by the Company for 60 days after written
notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding has been received by the Company
to comply with any of its other agreements contained in the Notes or this Indenture;

38

(g)             default
by the Company or any Significant Subsidiary with respect to any mortgage, agreement or other instrument under which there may be outstanding,
or by which there may be secured or evidenced, any indebtedness for money borrowed with principal amount in excess of $25,000,000 (or
its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now
exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its
stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration
of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and
in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default
shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 45 days after written
notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of Notes
then outstanding in accordance with this Indenture;

(h)             the
Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to the Company or any such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of
the Company or any such Significant Subsidiary or any substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make
a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due;

(i)              an
involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation, reorganization
or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of
the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding shall
remain undismissed and unstayed for a period of 60 consecutive days;

(j)               [ Reserved ];
or

(k)             a
Termination of Trading occurs and continues uncured for twenty (20) consecutive calendar days (any such event, a “ Termination
of Trading Event of Default ”).

Section 6.02.       Acceleration;
Rescission and Annulment. If one or more Events of Default shall have occurred and be continuing, then, and in each and every such
case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company),
unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to
the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest, if any,
on, all of the outstanding Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically
be immediately due and payable, anything contained in this Indenture or in the Notes to the contrary notwithstanding. If an Event of
Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company occurs and is continuing, 100%
of the principal of, and accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and
payable.

39

The immediately preceding paragraph, however,
is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before
any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, and if (1) rescission
would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default
under this Indenture (including, for the avoidance of doubt, the failure to pay interest, if any, due and payable on any Defaulted Amounts),
other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by
such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case the Holders of a majority
in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults
or Events of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such
waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right
consequent thereon.

Notwithstanding anything to the contrary herein
and for the avoidance of doubt, and without limiting the manner in which any Default or Event of Default can be cured, (i) a Default
consisting of a failure by the Company to send a notice in accordance with this Indenture shall be cured upon delivery of such notice,
(ii) a Default in making any payment on (or delivering any other consideration in respect of) any Note shall be cured upon the delivery,
in accordance with the terms of this Indenture, of such payment (or other consideration), together, if applicable, with Default Interest
thereon, and (iii) a Reporting Event of Default shall be cured at such time as the Company files the applicable report or reports
that gave rise to such Reporting Event of Default (it being understood that any report that the Company files with the Commission through
the EDGAR system (or any successor thereto) shall be deemed to be filed at the time such report is so filed via the EDGAR system (or
such successor)), provided that (x) the cure of any Event of Default shall not invalidate any acceleration of the Notes on
account of the Event of Default arising out of such Default in the event that such acceleration that was properly effected prior to such
time as such Event of Default was cured, and (y) the cure of any Reporting Event of Default shall not affect the Company’s
obligation to pay any Additional Interest that accrues on account of such Reporting Event of Default prior to the time of such cure.

In addition, (i) if a Default that is not
an Event of Default is cured or waived before such Default would have constituted an Event of Default, then no Event of Default shall
result from such Default, and (ii) if an Event of Default is cured or waived before any related notice of acceleration is delivered,
such Event of Default shall be deemed cured and the Notes shall not be subject to acceleration on account of such Event of Default; provided
that a Termination of Trading Event of Default may only be cured as provided in Section 6.12.

40

Section 6.03.       Additional
Interest . Notwithstanding anything in this Indenture or in the Notes to the contrary, to the extent the Company elects, the sole
remedy for an Event of Default relating to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) (such
Event of Default, a “ Reporting Event of Default ”) shall, for the first 365 days after the occurrence of such an Event
of Default, consist exclusively of the right to receive Additional Interest on the Notes at a rate equal to (x) 0.25% per annum
of the principal amount of the Notes outstanding for each day that such Event of Default is continuing during the first 180 days after
the occurrence of such Event of Default and (y) 0.50% per annum of the principal amount of the Notes outstanding from the 181st
day to, and including, the 365th day following the occurrence of such Event of Default, as long as such Event of Default is continuing.
Subject to the last paragraph of this Section 6.03, Additional Interest payable pursuant to this Section 6.03 shall be in addition
to, not in lieu of, any Additional Interest payable pursuant to Section 4.06(d). If the Company so elects, such Additional Interest
shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 366th day after such Event
of Default (if the Event of Default relating to the Company’s failure to comply with its obligations as set forth in ‎Section 4.06(b) is
not cured or waived prior to such 366th day), the Notes shall be immediately subject to acceleration as provided in Section 6.02.
The provisions of this paragraph will not affect the rights of Holders in the event of the occurrence of any Event of Default other than
the Company’s failure to comply with its obligations as set forth in ‎Section 4.06(b). In the event the Company does not
elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03 or the Company elected to make
such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject to acceleration as provided in
Section 6.02 as a result of the Event of Default pursuant to Section 6.01(f) if such Event of Default is then continuing.

In order to elect to pay Additional Interest as
the sole remedy during the first 365 days after the occurrence of any Event of Default relating to the Company’s failure to comply
with its obligations as set forth in ‎Section 4.06(b) in accordance with the immediately preceding paragraph, the Company
must notify all Holders of the Notes, the Trustee and the Paying Agent (if other than the Trustee) in writing of such election prior
to the beginning of such 365-day period. Upon the failure to timely give such notice, the Notes shall be immediately subject to acceleration
as provided in Section 6.02.

In no event shall Additional Interest payable
at the Company’s election for failure to comply with its obligations as set forth in Section 4.06(b) as set forth in
this Section 6.03, together with any Additional Interest that may accrue as a result of the Company’s failure to timely file
any document or report that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act, as applicable, during the preceding 12 months (other than reports on Form 6-K to the extent that the Company continues to satisfy
the "current public information" requirements of Rule 144 under the Securities Act and after giving effect to all applicable
grace periods thereunder, including any grace period provided by Rule 12b-25 (or any successor rule) which grace period, for the
avoidance of doubt, shall be deemed applicable whether or not the Company checks the box in the relevant Rule 12b-25 filing indicating
the Company expects to file such report with the applicable Rule 12b-25 grace period), pursuant to Section 4.06(d), accrue
at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to
the requirement to pay such Additional Interest.

41

Section 6.04.       Payments
of Notes on Default; Suit Therefor. If an Event of Default described in clause (a) or (b) of Section 6.01 shall have
occurred and be continuing, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the
Notes, the whole amount then due and payable on the Notes for principal and interest, if any, with interest on any overdue principal
and interest, if any, at the rate borne by the Notes at such time and, in addition thereto, such further amount as shall be sufficient
to cover any amounts due to the Trustee under Section 7.06. If the Company shall fail to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor
upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company
or any other obligor upon the Notes, wherever situated.

In the event there shall be pending proceedings
for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States Code,
the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), or any other applicable law, or
in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Company or such other obligor, the property of the Company or such other obligor, or in the
event of any other judicial proceedings relative to the Company or such other obligor upon the Notes, or to the creditors or property
of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions
of this Section 6.04, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim
or claims for the whole amount of principal and accrued and unpaid interest, if any, in respect of the Notes, and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents and to take such other actions as it may deem necessary or advisable
in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceedings relative to the Company or any other
obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any monies or other property payable
or deliverable on any such claims, and to distribute the same after the deduction of any amounts due to the Trustee under Section 7.06;
and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized
by each of the Holders to make such payments to the Trustee, as administrative expenses, and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for reasonable compensation, expenses,
advances and disbursements, including agents and counsel fees and expenses, and including any other amounts due to the Trustee under
Section 7.06, incurred by it up to the date of such distribution. To the extent that such payment of reasonable compensation, expenses,
advances and disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities and other property that the Holders
of the Notes may be entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement
or otherwise.

Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting such Holder or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding.

42

All rights of action and of asserting claims under
this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production
thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Notes.

In any proceedings brought by the Trustee (and
in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee
shall be held to represent all of the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to
any such proceedings.

In case the Trustee shall have proceeded to enforce
any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver pursuant to Section 6.09
or any rescission and annulment pursuant to Section 6.02 or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company, the Holders and the Trustee shall, subject to any determination in such proceeding,
be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Holders
and the Trustee shall continue as though no such proceeding had been instituted.

Section 6.05.       Application
of Monies Collected by Trustee. Any monies or property collected by the Trustee pursuant to this Article 6 with respect to the
Notes shall be applied in the following order, at the date or dates fixed by the Trustee for the di

### EX-99.3 - EXHIBIT 99.3
EX-99.3
4
tm2615595d1_ex99-3.htm
EXHIBIT 99.3

Exhibit 99.3

[ Dealer Name and Address ]

[________], 2026

Osisko Development Corp.

[________]

[________]

[________]

Attention: [______________]

[_________]

Re: [Base][Additional][Affiliate Notes] Call
Option Transaction

The purpose of this letter
agreement (this “ Confirmation ”) is to confirm the terms and conditions of the call option transaction entered into
between [ Dealer Name ] (“ Dealer ”) and Osisko Development Corp. (“ Counterparty ”) as of the
Trade Date specified below (the “ Transaction ”). This letter agreement constitutes a “Confirmation” as
referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement
evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which
this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

1.            [This
Confirmation relates to the USD [          ] aggregate principal amount of the Convertible Notes (as defined below) purchased by an affiliated
entity of Counterparty (the “ Affiliate Notes ”) in a separate private placement pursuant to the exemption from registration
under the Securities Act provided by Section 4(a)(2) thereof.] The definitions and provisions contained in the 2002 ISDA Equity
Derivatives Definitions (the “ Equity Definitions ”), as published by the International Swaps and Derivatives Association, Inc.
(“ ISDA ”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions
and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Preliminary
Offering Memorandum dated May [__], 2026 (the “ Offering Memorandum ”) relating to the [__]% Convertible Senior
Notes due 2031 (as originally issued by Counterparty [(and including the Affiliate Notes)], the “ Convertible Notes ”
and each USD 1,000 principal amount of Convertible Notes, a “ Convertible Note ”) issued by Counterparty in an aggregate
initial principal amount of USD [          ] (including [USD [        ] aggregate principal amount of the Affiliate Notes][USD [       ] aggregate principal
amount of the Convertible Notes purchased by an affiliated entity of Counterparty in a separate private placement pursuant to the exemption
from registration under the Securities Act provided by Section 4(a)(2) thereof]) as increased by [up to] an aggregate principal
amount of USD [ ] [if and to the extent that] [pursuant to the exercise by] the Initial Purchasers (as defined herein) [exercise]
[of] their option to purchase additional Convertible Notes pursuant to the Purchase Agreement [(as defined herein))] [dated as of May [__],
2026, between Counterparty and Cantor Fitzgerald & Co., as representative of the Initial Purchasers party thereto (the “ Initial
Purchasers ”)] pursuant to an Indenture [to be] dated May [__], 2026 between Counterparty and U.S. Bank Trust Company,
National Association, as trustee (the “ Indenture ”). In the event of any inconsistency between the terms defined in
the Offering Memorandum, the Indenture and this Confirmation, this Confirmation shall govern. The parties acknowledge that this Confirmation
is entered into on the date hereof with the understanding that (i) definitions set forth in the Indenture which are also defined
herein by reference to the Indenture and (ii) sections of the Indenture that are referred to herein will conform to the descriptions
thereof in the Offering Memorandum. If any such definitions in the Indenture or any such sections of the Indenture differ from the descriptions
thereof in the Offering Memorandum, the descriptions thereof in the Offering Memorandum will govern for purposes of this Confirmation.
The parties further acknowledge that the Indenture section numbers used herein are based on the [draft of the Indenture last reviewed
by Dealer as of the date of this Confirmation, and if any such section numbers are changed in the Indenture as executed, the parties
will amend this Confirmation in good faith to preserve the intent of the parties] [Indenture as executed]. Subject to the foregoing,
references to the Indenture herein are references to the Indenture as in effect on the date of its execution, and if the Indenture is
amended or supplemented following such date (other than any amendment or supplement (x) pursuant to Section [10.01(h)] of the
Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering
Memorandum or (y) pursuant to Section [14.07] of the Indenture, subject, in the case of this clause (y), to the second paragraph
under “Method of Adjustment” in Section 3), any such amendment or supplement will be disregarded for purposes of this
Confirmation unless the parties agree otherwise in writing. This Confirmation evidences a complete and binding agreement between Dealer
and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part
of, and be subject to an agreement in the form of the ISDA 2002 Master Agreement (the “ Agreement ”) as if Dealer and
Counterparty had executed an agreement in such form on the Trade Date (but without any Schedule except for (i) the election of the
laws of the State of New York as the governing law (without reference to choice of law doctrine), (ii) in respect of Section 5(a)(vi) of
the Agreement, (a) the “Cross Default” provisions shall apply to Dealer with a “Threshold Amount” of three
percent of the shareholders’ equity of [Dealer][Dealer’s ultimate parent] as of the Trade Date, (b) the phrase “or
becoming capable at such time of being declared” shall be deleted from clause (1) and (c) the following language shall
be added to the end thereof: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an
Event of Default if (x) the default was caused solely by error or omission of an administrative or operational nature; (y) funds
were available to enable the party to make the payment when due; and (z) the payment is made within two Local Business Days of such
party’s receipt of written notice of its failure to pay”, (iii) the term “Specified Indebtedness” shall
have the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits
received in the ordinary course of a party’s banking business and (iv) the “Default Under Specified Transaction”
provision of Section 5(a)(v) of the Agreement shall not apply to Counterparty or Dealer) on the Trade Date. In the event of
any inconsistency between provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction
to which this Confirmation relates. The parties hereby agree that no transaction other than the Transaction to which this Confirmation
relates shall be governed by the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation
or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty,
then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to
which Dealer and Counterparty are parties, the Transaction shall not be considered a Transaction under, or otherwise governed by, such
existing or deemed ISDA Master Agreement.

2.            The
terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms .

|
Trade Date: |
[________], 2026 |

|
|
|

|
Effective Date: |
The [second][fifth] Exchange Business Day immediately prior to the Premium Payment Date, subject to Section 9(u). |

|
|
|

|
Option Style: |
“European”, as described under “Procedures for Exercise” below |

|
|
|

|
Option Type: |
Call |

|
|
|

|
Buyer: |
Counterparty |

|
|
|

|
Seller: |
Dealer |

|
|
|

|
Shares: |
The common shares of Counterparty, with no par value (Exchange symbol “ODV”). |

|
|
|

|
Number of Options: |
[_______]. For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty. In no event will the Number of Options be less than zero. |

|
|
|

|
Applicable Percentage: |
[__]% |

|
|
|

|
Option Entitlement: |
A number equal to the product of the Applicable Percentage and [______]. |

|
|
|

|
Strike Price: |
USD [______] |

|
|
|

|
Cap Price |
USD [______] |

|
|
|

|
Premium: |
USD [______] |

2

|
Premium Payment Date: |
[________], 2026 |

|
|
|

|
Exchange: |
The New York Stock Exchange |

|
|
|

|
Related Exchange(s): |
All Exchanges |

|
|
|

|
Excluded Provisions: |
[Section 14.04(h) and Section 14.03] of the Indenture. |

|
|
|

|
Conversion Date: |
With respect to any conversion of a Convertible Note occurring prior to the Free Convertibility Date (any such conversion, an “ Early Conversion ”), the date on which the “Holder” (as such term is defined in the Indenture) of such Convertible Note satisfies all of the requirements for conversion thereof as set forth in Section [14.02(b)] of the Indenture. |

|
|
|

|
Free Convertibility Date: |
March 15, 2031 |

Procedures for Exercise .

|
Expiration Time: |
The Valuation Time |

|
|
|

|
Expiration Date: |
June 15, 2031. |

|
|
|

|
Automatic Exercise: |
Notwithstanding Section 3.4 of the Equity Definitions or anything to the contrary in this Confirmation, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish Automatic Exercise to occur, all Options then outstanding as of 5:00 p.m. (New York City time) on the Expiration Date will be deemed to be automatically exercised. |

|
|
|

|
Valuation Time: |
At the close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in good faith and in its commercially reasonable discretion. |

|
|
|

|
Market Disruption Event: |
Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following: |

|
|
|

|
|
“‘Market Disruption Event’ means, in respect of a Share, (i) a failure by the Exchange (or if the Shares are not listed on the Exchange, the principal United States national or regional securities exchange or market on which the Shares are then listed or admitted for trading, or if the Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Shares are then listed or admitted for trading) to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. (New York City time) on any Scheduled Valid Day for the Shares for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Shares or in any options contracts or futures contracts relating to the Shares.” |

3

Settlement Terms .

|
Settlement Method: |
For any Option, Cash Settlement. |

|
|
|

|
Cash Settlement: |
In lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “ Cash Settlement Amount ”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period. |

|
|
|

|
Daily Option Value: |
For any Valid Day, an amount equal to (i) the Option Entitlement on such Valid Day, multiplied by (ii) (A) the lesser of the Relevant Price on such Valid Day and the Cap Price, less (B) the Strike Price on such Valid Day; provided that if the calculation contained in clause (ii) above results in a negative number, the Daily Option Value for such Valid Day shall be deemed to be zero. In no event will the Daily Option Value be less than zero. |

|
|
|

|
Valid Day: |
A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange or, if the Shares are not then listed on the Exchange, on the principal other United States national or regional securities exchange on which the Shares are then listed or admitted for trading, if the Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Shares are then listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Valid Day” means a Business Day. |

|
|
|

|
Scheduled Valid Day: |
A day that is scheduled to be a Valid Day on the Exchange, or if the Shares are not listed on the Exchange, on the principal United States national or regional securities exchange or market on which the Shares are then listed or admitted for trading, or if the Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Shares are then listed or admitted for trading. If the Shares are not so listed or admitted for trading, “Scheduled Valid Day” means a Business Day. |

|
|
|

|
Business Day: |
Any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York or the banking institutions in New York, New York are authorized or required by law or executive order to close or be closed. |

|
|
|

|
Relevant Price: |
On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page ODV AQR (or its equivalent successor if such page is not available) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Valid Day, as determined by the Calculation Agent in good faith and in a commercially reasonable manner using, if practicable, a volume-weighted average method). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours. |

4

|
Settlement Averaging Period: |
For any Option, the 60 consecutive Valid Days commencing on, and including, the 61st Scheduled Valid Day immediately prior to the Expiration Date. |

|
|
|

|
Settlement Date: |
For any Option, the second Business Day immediately following the final Valid Day of the Settlement Averaging Period for such Option. |

|
|
|

|
Settlement Currency: |
USD |

3.             Additional
Terms applicable to the Transaction .

Adjustments applicable to the Transaction:

|
Potential Adjustment Events: |
Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of
any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture (or,
if no Convertible Notes remain outstanding, would have resulted in an adjustment under the Indenture if the Convertible Notes were still
outstanding) to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last
Reported Sale Price,” “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each
as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no
adjustment shall be made to the terms of the Transaction (other than pursuant to Section 9(w) hereof), on account of (x) any
distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any
other transaction in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under
the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the [fourth sentence
of the first paragraph of Section 14.04(c)] of the Indenture or the [fourth sentence of the first paragraph of Section 14.04(d)]
of the Indenture). |

|
|
|

|
Method of Adjustment: |
Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential
Adjustment Event, the Calculation Agent, acting in good faith and commercially reasonably, taking into account the relevant provisions
of the Indenture, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement
and any other variable relevant to the exercise, settlement or payment for the Transaction. |

5

|
Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below: |

| (i) | if the Calculation Agent in good faith
disagrees with any adjustment to the Convertible Notes that involves an exercise of discretion
by Counterparty or its board of directors (including, without limitation, pursuant to Section [14.05]
of the Indenture, Section [14.07] of the Indenture or any supplemental indenture entered
into thereunder or in connection with any proportional adjustment or the determination of
the fair value of any securities, property, rights or other assets), then in each such case,
the Calculation Agent will determine the adjustment to be made to any one or more of the
Strike Price, Number of Options, Option Entitlement and any other variable relevant to the
exercise, settlement or payment for the Transaction in a commercially reasonable manner,
taking into account the relevant provisions of the Indenture; provided that, notwithstanding
the foregoing, if any Potential Adjustment Event occurs during the Settlement Averaging Period
but no adjustment was made to any Convertible Note under the Indenture because the relevant
“Holder” (as such term is defined in the Indenture) was deemed to be a record
owner of the underlying Shares on the related Conversion Date (as defined in the Indenture),
then the Calculation Agent shall, consistent with the methodology set forth in the Indenture,
make a commercially reasonable adjustment to the terms hereof in order to account for such
Potential Adjustment Event; |

| (ii) | in connection with any Potential Adjustment
Event as a result of an event or condition set forth in Section [14.04(b)] of the Indenture
or Section [14.04(c)] of the Indenture where, in either case, the period for determining
“Y” (as such term is used in Section [14.04(b)] of the Indenture) or “SP0”
(as such term is used in Section [14.04(c)] of the Indenture), as the case may be, begins
before Counterparty has publicly announced the event or condition giving rise to such Potential
Adjustment Event, then the Calculation Agent shall have the right to adjust, in good faith
and in a commercially reasonable manner, any variable relevant to the exercise, settlement
or payment for the Transaction as appropriate to reflect the commercially reasonable costs
(including, but not limited to, hedging mismatches and market losses) and commercially reasonable
out-of-pocket expenses incurred by Dealer in connection with its commercially reasonable
hedging activities as a result of such event or condition not having been publicly announced
prior to the beginning of such period; and |

6

| (iii) | if
any Potential Adjustment Event is declared and (a) the event or condition giving rise
to such Potential Adjustment Event is subsequently amended, modified, cancelled or abandoned,
(b) the “Conversion Rate” (as defined in the Indenture) is otherwise not
adjusted at the time or in the manner contemplated by the relevant Dilution Adjustment Provision
based on such declaration or (c) the “Conversion Rate” (as defined in the
Indenture) is adjusted as a result of such Potential Adjustment Event and subsequently re-adjusted
(each of clauses (a), (b) and (c), a “ Potential Adjustment Event Change ”)
then, in each case, the Calculation Agent shall have the right to adjust, in good faith and
in a commercially reasonable manner, any variable relevant to the exercise, settlement or
payment for the Transaction as appropriate to reflect the commercially reasonable costs (including,
but not limited to, hedging mismatches and market losses) and commercially reasonable out-of-pocket
expenses incurred by Dealer in connection with its commercially reasonable hedging activities
as a result of such Potential Adjustment Event Change. |

|
For the avoidance of doubt, if Dealer, the Calculation Agent or the Determining Party is required to make any calculation, adjustment
or determination under this Section 3 by reference to any adjustment to the Convertible Notes or any adjustment, calculation or
determination under the Indenture at a time at which the Convertible Notes are no longer outstanding, Dealer, the Calculation Agent or
the Determining Party, as the case may be, shall make such calculation, adjustment or determination, as applicable, as if the Convertible
Notes remained outstanding. |

|
Dilution Adjustment Provisions: |
[Sections 14.04(a), (b), (c), (d) and (e) and Section 14.05] of the Indenture. |

Extraordinary Events applicable to
the Transaction:

|
Merger Events: |
Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means
the occurrence of any event or condition set forth in the definition of “Share Exchange Event” in Section [14.07(a)]
of the Indenture. |

|
Tender Offers: |
Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means
the occurrence of any event or condition set forth in Section [14.04(e)] of the Indenture. |

7

|
Consequences of Merger Events/ Tender Offers: |
Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction, subject to the second paragraph under “Method of Adjustment”; provided , however , that such adjustment shall be made without regard to any adjustment to the “Conversion Rate” (as defined in the Indenture) pursuant to any Excluded Provision; provided further that (i) if with respect to any Merger Event or any Tender Offer, (A) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) securities issued by an entity or person that (x) does not become Counterparty and does not agree to be subject to Sections 9(b) and 9(m) of this Confirmation, or (y) is neither a corporation nor an entity that is treated as a corporation for U.S. federal income tax purposes or treated as a corporation for Canadian tax purposes that is organized under the laws of the United States, any State thereof, the District of Columbia, or so long as the representation of Counterparty or any successor in Section 8(s) remains true and correct, the federal laws of Canada or any province or territory thereof or (B) the Counterparty to the Transaction following such Merger Event or Tender Offer will not be either the Issuer or a corporation organized under the laws of the United States, any State thereof, the District of Columbia, or so long as the representation of Counterparty or any successor in Section 8(s) remains true and correct, the federal laws of Canada or any province or territory thereof, and (ii) (A) Dealer determines in a commercially reasonable manner at any time following the occurrence of such Merger Event or Tender Offer that (x) such Merger Event or Tender Offer has had or will have a material adverse effect on Dealer under the Transaction or (y) Dealer will incur or has incurred an increased (as compared with circumstances existing on the Trade Date) amount of tax, duty, expense or fee to (1) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary or appropriate to hedge the economic risk of entering into and performing its obligations with respect to the Transaction in a commercially reasonable manner or (2) realize, recover or remit the proceeds of any such transaction(s) or asset(s) or (B) Dealer determines, in its good faith and reasonable judgment, that it will not be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures, applicable to Dealer, then, in either case, Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s commercially reasonable election; provided further that, for the avoidance of doubt, adjustments shall be made pursuant to the provisions set forth above regardless of whether any Merger Event or Tender Offer gives rise to an Early Conversion. |

8

|
Consequences of Announcement Events: |
Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and (z) for the avoidance of doubt, the Calculation Agent shall, in good faith and in a commercially reasonable manner, determine whether the relevant Announcement Event has had a material economic effect on the Transaction (and, if so, shall, acting in good faith and in a commercially reasonable manner, adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and shall not be duplicative with any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement; provided that, in no event shall the Cap Price be less than the Strike Price. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable. |

|
|
|

|
Announcement Event: |
(i) The public announcement by Issuer, any subsidiary of Issuer, any affiliate of Issuer, any agent of Issuer, any Valid Third Party Entity or any affiliate or agent of a Valid Third Party Entity (each, a “ Relevant Party ”) of (x) any transaction or event that, if completed, would constitute a Merger Event or Tender Offer, (y) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate consideration (excluding, for the avoidance of doubt, any consideration in the form of earn-outs or bona fide other arrangements for consideration payable post-closing of such acquisition or disposition contingent upon the satisfaction of specified facts or conditions) exceeds 35% of the market capitalization of Issuer as of the date of such announcement (a “ Transformative Transaction ”) or (z) the intention to enter into a Merger Event or Tender Offer or a Transformative Transaction, (ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event, Tender Offer or a Transformative Transaction or (iii) any subsequent public announcement by any Relevant Party (in the case of a transaction or intention pursuant to clause (i)) or Issuer (in the case of a transaction or intention pursuant to clause (ii)) of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent in a commercially reasonable manner. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions (as amended by Section 9(i)(ii) below). |

9

|
Valid Third Party Entity: |
In respect of any transaction, any third party that has a bona fide intent to enter into or consummate such transaction, as determined by the Calculation Agent (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares). |

|
|
|

|
Nationalization, Insolvency or Delisting: |
Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market or the Nasdaq Capital Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market or the Nasdaq Capital Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. |

10

|
Additional Disruption Events: |

|
Change in Law: |
Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the
phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal
interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge
Position” and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof
with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law, (y) adoption, effectiveness
or promulgation of new regulations authorized or mandated by existing statute or (z) in the case of the federal laws of Canada or
of any province or territory thereof or any political subdivision thereof, the public announcement or issuance by a relevant governmental
authority of draft legislation, a notice of ways and means motion or a similar document)”. Notwithstanding anything to the contrary
in the Equity Definitions, a Change in Law described in clause (Y) of Section 12.9(a)(ii) of the Equity Definitions shall
not constitute a Change in Law and instead shall constitute an Increased Cost of Hedging as described in Section 12.9(a)(vi) of
the Equity Definitions, and any such determination of a Change in Law shall be consistently applied by the Determining Party across transactions
similar to the Transaction and for counterparties similar to Counterparty. |

|
Hedging Disruption: |
Applicable; provided that: |

| (i) | Section 12.9(a)(v) of
the Equity Definitions is hereby amended by inserting the following two phrases at the end
of such Section: |

|
|
“For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to,
stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or
(B) above must be available on commercially reasonable pricing terms.”; and |

| (ii) | Section 12.9(b)(iii) of the
Equity Definitions is hereby amended by inserting in the third line thereof, after the words
“to terminate the Transaction”, the words “or, if a portion of the Transaction
is affected by such Hedging Disruption (as determined by the Hedging Party in a commercially
reasonable manner), such portion of the Transaction affected by such Hedging Disruption”. |

Notwithstanding anything to the contrary
herein or in the Equity Definitions, in no event will a Hedging Disruption occur solely due to the deterioration of the creditworthiness
of the Hedging Party relative to other comparable financial institutions.

11

|
Increased Cost of Hedging: |
Applicable solely with respect to a “Change in Law” described in clause (Y) of Section 12.9(a)(ii) of the
Equity Definitions as set forth in the last sentence opposite the caption “Change in Law” above (which determination shall
be consistently applied by the Determining Party across transactions similar to the Transaction and for counterparties similar to Counterparty). |

|
Hedging Party: |
For all applicable Additional Disruption Events, Dealer. Following any determination by the Hedging Party hereunder (but not, for the
avoidance of doubt, the making of any election it is entitled to make as “Hedging Party”), upon a request by Counterparty,
the Hedging Party shall promptly (but in any event within five (5) Exchange Business Days) provide to Counterparty by e-mail to
the e-mail address provided by Counterparty in such request a report (in a commonly used file format for the storage and manipulation
of financial data) displaying in reasonable detail the basis for such determination (including any assumptions used in making such determination),
it being understood that the Hedging Party shall not be obligated to disclose any proprietary models used by it for such determination
or any information that may be proprietary or confidential or subject to an obligation not to disclose such information. All calculations,
adjustments and determinations by Dealer acting in its capacity as the Hedging Party shall be made in good faith and in a commercially
reasonable manner and assuming that Dealer maintains a commercially reasonable hedge position. |

|
Determining Party: |
For all applicable Extraordinary Events, Dealer; provided that when making any determination or calculation as “Determining
Party,” Dealer shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40
of the Equity Definitions and this Confirmation as if the Determining Party were the Calculation Agent. Following any determination or
calculation by the Determining Party hereunder (but not, for the avoidance of doubt, the making of any election it is entitled to make
as “Determining Party”), upon a request by Counterparty, the Determining Party shall promptly (but in any event within five
(5) Exchange Business Days) provide to Counterparty by e-mail to the e-mail address provided by Counterparty in such request a report
(in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such
determination or calculation (including any assumptions used in making such determination or calculation), it being understood that the
Determining Party shall not be obligated to disclose any proprietary models used by it for such determination or calculation or any information
that may be proprietary or confidential or subject to an obligation not to disclose such information. All calculations, adjustments and
determinations by Dealer acting in its capacity as the Determining Party shall be made in good faith and in a commercially reasonable
manner and assuming that Dealer maintains a commercially reasonable hedge position. |

12

| Non-Reliance: | Applicable |

|
Agreements and Acknowledgments Regarding Hedging Activities: |
Applicable |

|
Additional Acknowledgments: |
Applicable |

|
Hedging Adjustments: |
For the avoidance of doubt, whenever the Determining Party or Calculation Agent is called upon or permitted to make an adjustment pursuant
to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event (other than, for the avoidance
of doubt, any adjustment that is required to be made by reference to the Indenture), the Determining Party or Calculation Agent, as the
case may be, shall make such adjustment by reference to the effect of such event on Dealer assuming that Dealer maintains a commercially
reasonable hedge position. |

4. | Calculation Agent . |
Dealer, whose judgments, determinations and calculations shall be made in good faith and in a commercially reasonable manner; provided
that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of
the Agreement with respect to which Dealer is the sole Defaulting Party, if the Calculation Agent fails to timely make any calculation,
adjustment or determination required to be made by the Calculation Agent hereunder and such failure continues for five (5) Exchange
Business Days following notice to the Calculation Agent by Counterparty of such failure, Counterparty shall have the right to designate
a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the
date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation
Agent. Following any determination, adjustment or calculation by the Calculation Agent hereunder, upon a request by Counterparty, the
Calculation Agent shall promptly (but in any event within five (5) Exchange Business Days) provide to Counterparty by e-mail to
the e-mail address provided by Counterparty in such request a report (in a commonly used file format for the storage and manipulation
of financial data) displaying in reasonable detail the basis for such determination, adjustment or calculation (including any assumptions
used in making such determination or calculation), it being understood that the Calculation Agent shall not be obligated to disclose
any proprietary models used by it for such determination or calculation or any information that may be proprietary or confidential or
subject to an obligation not to disclose such information. |

|
|
Dealer, whether as Calculation Agent, Hedging Party, Determining Party or otherwise, shall use commercially reasonable efforts to notify
Counterparty of any event giving rise to any adjustment required or, to the extent it makes any such adjustment, permitted to be made
to the terms of the Transaction, the terms being adjusted and, for each term so adjusted, such term, in each case, as promptly as reasonably
practicable after giving effect to such adjustment. |

13

5.             Account
Details .

| (a) | Account for payments to Counterparty: |

To be provided by Counterparty.

Account for delivery of Shares to Counterparty:

To be provided by Counterparty.

| (b) | Account for payments to Dealer: |

[_____]

Account for delivery of Shares from Dealer:

[_____]

6.             Offices .

| (a) | The Office of Counterparty for the Transaction
is: Inapplicable, Counterparty is not a Multibranch Party. |

| (b) | The Office of Dealer for the Transaction
is: [_____] |

7.             Notices .

| (a) | Address for notices or communications
to Counterparty: |

Osisko Development Corp.

[______________]

[______________]

[______________]

Attention: [______________]

[______________]

Phone: [______________]

Email: [______________]

[______________]

| (b) | Address for notices or communications
to Dealer: |

[______]

14

8.             Representations
and Warranties of Counterparty .

Counterparty hereby represents and
warrants to Dealer on the date hereof and on and as of the Premium Payment Date that:

| (a) | Counterparty is validly existing under
the laws of the jurisdiction of its organization or incorporation and in good standing. Counterparty
has all necessary corporate power and authority to execute, deliver and perform its obligations
in respect of the Transaction; such execution, delivery and performance have been duly authorized
by all necessary corporate action on Counterparty’s part; and this Confirmation has
been duly and validly executed and delivered by Counterparty and constitutes its valid and
binding obligation, enforceable against Counterparty in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors’ rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a proceeding
at law or in equity) and except that rights to indemnification and contribution hereunder
may be limited by applicable United States or Canadian federal, state, provincial, territorial
or local securities laws or public policy relating thereto. |

| (b) | Neither the execution and delivery of
this Confirmation nor the incurrence or performance of obligations of Counterparty hereunder
will conflict with or result in a breach of the articles of incorporation or by-laws (or
any equivalent documents) of Counterparty, or any applicable law or regulation, or any order,
writ, injunction or decree of any court or governmental authority or agency, or any agreement
or instrument listed in the “Material Contracts” section of Counterparty’s
Annual Information Form for the financial year ended December 31, 2025, as updated
by any subsequent filings, to which Counterparty or any of its subsidiaries is a party or
by which Counterparty or any of its subsidiaries is bound or to which Counterparty or any
of its subsidiaries is subject, or constitute a default under, or result in the creation
of any lien under, any such agreement or instrument. |

| (c) | Except
to the extent that the Transaction is required to be reported pursuant to Multilateral Instrument
96-101 of the Canadian Securities Administrators entitled Derivatives: Trade Reporting,
Regulation 91-507 respecting Trade Repositories and Derivatives Data Reporting of the
Autorité des marchés financier and any other applicable trade reporting rules in
Canada (collectively, the " Canadian Trade Reporting Rules "), no consent,
approval, authorization, or order of, or filing with, any governmental agency or body or
any court is required in connection with the execution, delivery or performance by Counterparty
of this Confirmation, except such as have been obtained or made and such as may be required
under the Securities Act or state, provincial or territorial securities laws. |

| (d) | Counterparty is not and, after consummation
of the transactions contemplated hereby will not be, required to register as an “investment
company” as such term is defined in the Investment Company Act of 1940, as amended. |

| (e) | Counterparty is an “eligible contract
participant” (as such term is defined in Section 1a(18) of the Commodity Exchange
Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of
the Commodity Exchange Act). |

| (f) | Counterparty
is not, on the date hereof, in possession of any material non-public information with respect
to Counterparty or the Shares. |

| (g) | To Counterparty’s actual knowledge,
no state, provincial, territorial or local (including U.S. and any non-U.S. jurisdiction’s)
law, rule, regulation or regulatory order applicable to the Shares would give rise to any
reporting, consent, registration or other requirement (including without limitation a requirement
to obtain prior approval from any person or entity) as a result of Dealer or its affiliates
owning or holding (however defined) Shares; provided that Counterparty makes no representation
or warranty regarding any such requirement that is |

| (i) | applicable generally to the ownership of
equity securities by Dealer or any of its affiliates solely as a result of it or any of such
affiliates being financial institutions or broker-dealers; or |

| (ii) | a registration requirement of Dealer as
a dealer or adviser under the Derivatives Act (Québec). |

| (h) | Counterparty (A) is capable of evaluating
investment risks independently, both in general and with regard to all transactions and investment
strategies involving a security or securities; (B) will exercise independent judgment
in evaluating the recommendations of any broker-dealer or its associated persons, unless
it has otherwise notified the broker-dealer in writing; (C) has consulted with its own
legal, regulatory, tax, business, investments, financial and accounting advisors with respect
to the Transaction to the extent that it has deemed necessary; and (D) has total assets
of at least USD 50 million. |

15

| (i) | The assets of Counterparty do not constitute
“plan assets” under the Employee Retirement Income Security Act of 1974, as amended,
the Department of Labor Regulations promulgated thereunder or similar law. |

| (j) | Without limiting the generality of Section 3(a)(iii) of
the Agreement, the Transaction will not violate Rule 13e-1 or Rule 13e-4 under
the Exchange Act. |

| (k) | On
and immediately after each of the Trade Date and the Premium Payment Date, (A) Counterparty
is not and will not be “insolvent” (as such term is defined under Section 101(32)
of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “ Bankruptcy
Code ”)), (B) Counterparty is not an “insolvent person” (as such
term is defined under Section 2 of the Bankruptcy and Insolvency Act (Canada),
R.S.C., 1985, c. B-3) or insolvent within the meaning of any other Canadian Insolvency Law
(as defined below), (C) the realizable value of the Counterparty’s assets would
after the payment of the Premium be less than the aggregate of its liabilities and stated
capital of all classes of shares, (D) the capital of Counterparty is adequate to conduct
the business of Counterparty, and Counterparty’s entry into the Transaction will not
impair its capital, (E) Counterparty has the ability to pay its debts and obligations
as such debts mature and does not intend to, or does not believe that it will, incur debt
beyond its ability to pay as such debts mature, (F) Counterparty will be able to continue
as a going concern, and (G) Counterparty would be able to purchase the Number of Shares
with respect to the Transaction in compliance with the laws of the jurisdiction of Counterparty’s
incorporation. |

| (l) | Each
of Dealer and Counterparty acknowledges that the offer and sale of the Transaction to it
is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof.
Accordingly, Counterparty represents and warrants to Dealer that (i) it has the financial
ability to bear the economic risk of its investment in the Transaction and is able to bear
a total loss of its investment and its investments in and liabilities in respect of the Transaction,
which it understands are not readily marketable, are not disproportionate to its net worth,
and it is able to bear any loss in connection with the Transaction, including the loss of
its entire investment in the Transaction, (ii) it is an “accredited investor”
as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it
is entering into the Transaction for its own account and without a view to the distribution
or resale thereof, (iv) the assignment, transfer or other disposition of the Transaction
has not been and will not be registered under the Securities Act and is restricted under
this Confirmation, the Securities Act and state securities laws, and (v) its financial
condition is such that it has no need for liquidity with respect to its investment in the
Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated
undertaking or indebtedness and is capable of assessing the merits of and understanding (on
its own behalf or through independent professional advice), and understands and accepts,
the terms, conditions and risks of the Transaction. |

| (m) | Without limiting the generality of Section 13.1
of the Equity Definitions, Counterparty acknowledges that neither Dealer nor any of its affiliates
is making any representations or warranties or taking any position or expressing any view
with respect to the treatment of the Transaction under any accounting standards including
ASC Topic 260, Earnings Per Share , ASC Topic 815, Derivatives and Hedging ,
or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives
and Hedging – Contracts in Entity's Own Equity (or any successor issue statements). |

| (n) | [Reserved]. |

| (o) | [Reserved]. |

| (p) | Counterparty
understands and acknowledges that, in the event the entering into the Transaction is construed
by any securities regulatory body with competent jurisdiction as a purchase or sale of a
“security” as defined in the Securities Act (Quebec) and/or
the securities legislation of any other province or territory of Canada, such security will
not have been qualified for distribution by way of prospectus pursuant to the Securities
Act (Quebec) and/or the securities laws of any other province or territory of Canada
and, therefore, could not (in the event of such construction) be sold, pledged, hypothecated,
transferred or otherwise disposed of unless an exemption from the requirements thereof is
available. |

16

| (q) | Counterparty
is an “accredited investor” as defined in National Instrument 45-106 –
Prospectus Exemptions and an “accredited counterparty” as defined under the Derivatives
Act (Québec). |

| (r) | Counterparty is a “local counterparty”
(as such term is defined by the Canadian Trade Reporting Rules) for the purposes of the transactions
contemplated hereby and is an “eligible derivatives party” as defined under National
Instrument 93-101 - Derivatives: Business Conduct pursuant to paragraph (m) of
that definition being a person or company, other than an individual, that has net assets
of at least CAD 25,000,000 as shown on its most recently prepared financial statements. |

| (s) | The Transaction, including the exercise
or deemed exercise of any Option hereunder (whether at maturity, upon early termination or
cancellation or otherwise), shall not constitute an “issuer bid” as such term
is defined in National Instrument 62-104— Take-Over Bids and Issuer Bids , and
provided that the Dealer is acting as principal in undertaking commercially reasonable hedging
activities with respect to the Shares for its own account as contemplated by this Confirmation,
such hedging activities will not constitute an indirect participation in an issuer bid. |

9.             Other
Provisions .

| (a) | Opinions and Resolutions .
Counterparty shall deliver to Dealer an opinion of U.S. counsel and an opinion of Canadian
counsel, dated as of the Premium Payment Date, collectively with respect to the matters set
forth in Sections 8(a) through (c) of this Confirmation; provided that any
such opinion of counsel may contain customary exceptions and qualifications. Delivery of
such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of
the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of
the Agreement. On or prior to the Trade Date, Counterparty shall deliver to Dealer a resolution
of Counterparty’s board of directors authorizing the Transaction. |

| (b) | Repurchase Notices . Counterparty
shall, on or prior to the date one Scheduled Trading Day immediately following any date on
which Issuer has effected any repurchase of Shares, promptly give Dealer a written notice
of such repurchase (a “ Repurchase Notice ”) on such day if following such
repurchase, the number of outstanding Shares as determined on such day is (i) less than
[__] million (in the case of the first such notice) or (ii) thereafter more than [__]
million less than the number of Shares included in the immediately preceding Repurchase Notice;
provided that, with respect to any repurchase of Shares pursuant to a plan under Rule 10b5-1
under the Exchange Act, Counterparty may elect to satisfy such requirement by promptly giving
Dealer written notice of the entry into such plan, the maximum number of Shares that may
be repurchased thereunder and the approximate dates or periods during which such repurchases
may occur (with such maximum deemed repurchased on the date of such notice for purposes of
this Section 9(b)). Counterparty agrees to indemnify and hold harmless Dealer and its
affiliates and their respective officers, directors, employees, affiliates, advisors, agents
and controlling persons (each, an “ Indemnified Person ”) from and against
any and all losses (including losses relating to Dealer’s hedging activities as a consequence
of becoming, or of the risk of becoming, a Section 16 “insider” or insider
under applicable Canadian securities laws, including without limitation, any forbearance
from hedging activities or cessation of hedging activities and any losses in connection therewith
with respect to the Transaction), claims, damages, judgments, liabilities and commercially
reasonable out-of-pocket expenses (including reasonable attorney’s fees), joint or
several, which an Indemnified Person may become subject to, in each case, as a result of
Counterparty’s failure to provide Dealer with a Repurchase Notice on the day and in
the manner specified in this paragraph, and to reimburse, within 30 days, upon written request,
each of such Indemnified Persons for any reasonable legal or other commercially reasonable
out-of-pocket expenses incurred in connection with investigating, preparing for, providing
testimony or other evidence in connection with or defending any of the foregoing. If any
suit, action, proceeding (including any governmental or regulatory investigation), claim
or demand shall be brought or asserted against the Indemnified Person as a result of Counterparty’s
failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such
Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon
request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified
Person to represent the Indemnified Person and any others Counterparty may designate in such
proceeding and shall pay the commercially reasonable out-of-pocket fees and expenses of such
counsel related to such proceeding. Counterparty shall not be liable for any settlement of
any proceeding contemplated by this paragraph that is effected without its written consent,
but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty
agrees to indemnify any Indemnified Person from and against any loss or liability by reason
of such settlement or judgment. Counterparty shall not, without the prior written consent
of the Indemnified Person, effect any settlement of any pending or threatened proceeding
contemplated by this paragraph that is in respect of which any Indemnified Person is or could
have been a party and indemnity could have been sought hereunder by such Indemnified Person,
unless such settlement includes an unconditional release of such Indemnified Person from
all liability on claims that are the subject matter of such proceeding on terms reasonably
satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph
is unavailable to an Indemnified Person or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then Counterparty hereunder, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies
provided for in this paragraph (b) are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any Indemnified Person at law or in equity.
The indemnity and contribution agreements contained in this paragraph shall remain operative
and in full force and effect regardless of the termination of the Transaction. |

17

| (c) | Regulation M and OSC Rule 48-501 .
Counterparty is not on the Trade Date engaged in a distribution, as such term is used in
Regulation M under the Securities Exchange Act of 1934, as amended (the “ Exchange
Act ”), of any securities of Counterparty, other than a distribution meeting the
requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of
Regulation M. Counterparty shall not, until the second Scheduled Trading Day immediately
following the Effective Date, engage in any such distribution. Counterparty will not take,
directly or indirectly, any action prohibited by Ontario Securities Commission Rule 48-501
– Trading during Distributions, Formal Bids and Share Exchange Transactions in
connection with the Transaction. |

| (d) | No Manipulation . Counterparty
is not entering into the Transaction to create actual or apparent trading activity in the
Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress
or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable
for the Shares) or otherwise in violation of the Exchange Act or applicable Canadian securities
laws. |

| (e) | Transfer or Assignment . |

| (i) | Counterparty shall have the right to transfer
or assign its rights and obligations hereunder with respect to all, but not less than all,
of the Options hereunder (such Options, the “ Transfer Options ”); provided
that such transfer or assignment shall be subject to reasonable conditions that Dealer may
impose, including but not limited, to the following conditions: |

| (A) | With respect to any Transfer Options,
Counterparty shall not be released from its notice and indemnification obligations pursuant
to Section 9(b) or any obligations under Section 9(m) or 9(r) of
this Confirmation; |

| (B) | Any Transfer Options shall only be transferred
or assigned to a third party that is a United States person (as defined in the Internal Revenue
Code of 1986, as amended (the “ Code ”)) or to a third party that is not
a non-resident of Canada for the purposes of the Income Tax Act (Canada); |

18

| (C) | Such
transfer or assignment shall be effected on terms, including any reasonable undertakings
by such third party (including, but not limited to, an undertaking with respect to compliance
with applicable United States and Canadian securities laws in a manner that, in the reasonable
judgment of Dealer, will not expose Dealer to material risks under applicable United States
and Canadian securities laws) and execution of any documentation and delivery of legal opinions
with respect to United States and Canadian securities laws and other matters by such third
party and Counterparty, as are requested and reasonably satisfactory to Dealer; |

| (D) | Under
the applicable law effective on or as of the date of such transfer and assignment, (1) Dealer
will not, as a result of such transfer and assignment (including, for the avoidance of doubt,
after giving effect to any indemnity from the transferee or assignee to Dealer provided in
connection with such transfer or assignment), be required to pay the transferee or assignee
on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater
than the amount that Dealer would have been required to pay to Counterparty in the absence
of such transfer and assignment, except to the extent that the greater amount is due to a
Change in Tax Law after the date of such transfer or assignment and (2) Dealer will
not, as a result of such transfer and assignment (including, for the avoidance of doubt,
after giving effect to any indemnity from the transferee or assignee to Dealer provided in
connection with such transfer or assignment) receive from the transferee or assignee on any
payment date an amount (after taking into account amounts required to be paid by the transferee
or assignee under Section 2(d)(i)(4) of the Agreement, as well as any amounts withheld)
that is less than the amount that Dealer would have received from Counterparty in the absence
of such transfer and assignment, except to the extent that the lesser amount is due to a
Change in Tax Law after the date of such transfer or assignment; |

| (E) | An Event of Default, Potential Event of
Default or Termination Event will not occur as a result of such transfer and assignment; |

| (F) | Without
limiting the generality of clause (B), Counterparty shall cause the transferee or assignee
to make such Payee Tax Representations and to provide such tax documentation as may be reasonably
requested by Dealer to permit Dealer to determine that results described in clauses (D) and
(E) will not occur upon or after such transfer and assignment; and |

| (G) | Counterparty shall be responsible for
all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer
in connection with such transfer or assignment. |

19

| (ii) | Dealer
may transfer or assign all or any part of its rights or obligations under the Transaction
(A) without Counterparty’s consent, to any affiliate of Dealer (1) that has
a long-term issuer rating that is equal to or better than Dealer’s credit rating at
the time of such transfer or assignment, or (2) whose obligations hereunder will be
guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally
for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) with Counterparty’s
consent (such consent not to be unreasonably withheld or delayed), to any other third party
financial institution that is a recognized dealer in the market for U.S. corporate equity
derivatives with a long-term issuer rating equal to or better than the lesser of (1) the
credit rating of Dealer at the time of the transfer and (2) A- by S&P Global Ratings,
a division of S&P Global Inc. or its successor (“ S&P ”), or A3
by Moody’s Investors Service, Inc., or its successor (“ Moody’s ”)
or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating
or better by a substitute rating agency mutually agreed by Counterparty and Dealer; provided
that, in the case of any transfer or assignment described in clause (A) or (B) above,
under the applicable law effective on or as of the date of such transfer or assignment, (i) no
Event of Default, Potential Event of Default or Termination Event will occur as a result
of such transfer or assignment, (ii) both Dealer and the transferee or assignee in any
such transfer or assignment are a “dealer in securities” within the meaning of
Section 475(c)(1) of the Code, or such transfer or assignment will not constitute
a “deemed exchange” by Counterparty within the meaning of Section 1001 of
the Code and (iii)(1) Counterparty will not, as a result of such transfer or assignment,
be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of
the Agreement greater than the amount that Counterparty would have been required to pay to
Dealer in the absence of such transfer or assignment, except to the extent that the greater
amount is due to a Change in Tax Law after the date of such transfer or assignment and (2) Counterparty
will not, as a result of such transfer or assignment, receive from the transferee or assignee
on any payment date an amount of cash or shares (after taking into account amounts required
to be paid or delivered by the transferee or assignee under Section 2(d)(i)(4) of
the Agreement, as well as any withholding) that is less than the amount that Counterparty
would have received from Dealer in the absence of such transfer or assignment, except to
the extent that the lesser amount is due to a Change in Tax Law after the date of such transfer
or assignment. If at any time at which (A) the Section 16 Percentage exceeds 9.0%,
(B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds
the Applicable Share Limit (if any applies) (any such condition described in clauses (A),
(B) or (C), an “ Excess Ownership Position ”), Dealer is unable after
using its commercially reasonable efforts to effect a transfer or assignment of Options to
a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably
acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may designate
any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction
(the “ Terminated Portion ”), such that following such partial termination
no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination
Date with respect to a portion of the Transaction, a payment shall be made pursuant to Section 6
of the Agreement as if (1) an Early Termination Date had been designated in respect
of a Transaction having terms identical to the Transaction and a Number of Options equal
to the number of Options underlying the Terminated Portion, (2) Counterparty were the
sole Affected Party with respect to such partial termination and (3) the Terminated
Portion were the sole Affected Transaction. The “ Section 16 Percentage ”
as of any day is the fraction, expressed as a percentage, (A) the numerator of which
is the number of Shares that Dealer and any of its affiliates or any other person subject
to aggregation with Dealer for purposes of the “beneficial ownership” test under
Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13
of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within
the meaning of Section 13 of the Exchange Act), without duplication, on such day (or,
to the extent that for any reason the equivalent calculation under Section 16 of the
Exchange Act and the rules and regulations thereunder results in a higher number, such
higher number) and (B) the denominator of which is the number of Shares outstanding
on such day. The “ Option Equity Percentage ” as of any day is the fraction,
expressed as a percentage, (A) the numerator of which is the sum of (1) the product
of the Number of Options and the Option Entitlement and (2) the aggregate number of
Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the
denominator of which is the number of Shares outstanding. The “ Share Amount ”
as of any day is the number of Shares that Dealer and any person whose ownership position
would be aggregated with that of Dealer (Dealer or any such person, a “ Dealer Person ”)
under any federal, state, provincial, territorial or local (including U.S. and any non-U.S.
jurisdiction’s) law, rule, regulation, regulatory order or organizational documents
or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“ Applicable
Restrictions ”), owns, beneficially owns, constructively owns, controls, holds the
power to vote or otherwise meets a relevant definition of ownership under any Applicable
Restriction, as determined by Dealer in its reasonable discretion. The “ Applicable
Share Limit ” means a number of Shares equal to (A) the minimum number of Shares
that could give rise to reporting or registration obligations (except for any filings of
Form 13F, Schedule 13D or Schedule 13G under the Exchange Act as in effect on the Trade
Date) or other requirements (including obtaining prior approval from any person or entity)
of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable
Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1%
of the number of Shares outstanding. Dealer shall cause the transferee or assignee to make
the Payee Tax Representations and to provide such tax documentation as may be reasonably
requested by Counterparty to permit Counterparty to determine that the results described
in (ii), (iii)(1) and (iii)(2) of this paragraph will not occur upon or after the
transfer and assignment. |

20

| (iii) | Notwithstanding any other provision in
this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive
or deliver any Shares or other securities, or make or receive any payment in cash, to or
from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive
or deliver such Shares or other securities, or to make or receive such payment in cash, and
otherwise to perform Dealer’s obligations in respect of the Transaction and any such
designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty
to the extent of any such performance. |

| (f) | [Reserved] . |

| (g) | [ Insert any Dealer Agency Language ][ Reserved ] . |

| (h) | Additional Termination Events . |

| (i) | Notwithstanding anything to the contrary
in this Confirmation, upon any Early Conversion in respect of which a Notice of Conversion
(as such term is defined in the Indenture) that is effective as to Counterparty has been
delivered by the relevant converting Holder: |

| (A) | Counterparty may, but shall not be
obligated to, within ten (10) Scheduled Trading Days of the Conversion Date for such
Early Conversion, provide written notice (an “ Early Conversion Notice ”)
to Dealer specifying the number of Convertible Notes surrendered for conversion on such Conversion
Date (such Convertible Notes, the “ Affected Convertible Notes ”), and the
giving of such Early Conversion Notice shall constitute an Additional Termination Event as
provided in this clause (i); provided that [(x) ]any such Early Conversion Notice
shall contain the representation and warranty that Counterparty is not, on the date thereof,
in possession of any material non-public information with respect to Counterparty or the
Shares[ and (y) any “Early Conversion Notice” delivered to Dealer pursuant
to the Base Call Option Transaction Confirmation letter agreement dated May [___], 2026
between Dealer and Counterparty (the “ Base Call Option Confirmation ”)
shall be deemed to be a Early Conversion Notice pursuant to this Confirmation and the terms
of such Early Conversion Notice shall apply, mutatis mutandis, to this Confirmation]; |

| (B) | upon receipt of any such Early Conversion
Notice, Dealer shall designate an Exchange Business Day as an Early Termination Date (which
Exchange Business Day shall be no earlier than one Scheduled Trading Day following the Conversion
Date for such Early Conversion (but shall be as promptly as reasonably practicable)) with
respect to the portion of the Transaction corresponding to a number of Options (the “ Affected
Number of Options ”) equal to the lesser of (x) the number of Affected Convertible
Notes [ minus the sum of the “Affected Number of Options” (as defined in
the Base Call Option Confirmation) and the “Affected Number of Options” (as defined
in the Affiliate Notes Call Option Transaction Confirmation letter agreement dated May [___], 2026
between Dealer and Counterparty (the “ Affiliate Notes Call Option Confirmation ”)),
if any, that relate to such Affected Convertible Notes] [ minus the “Affected
Number of Options” (as defined in the Base Call Option Confirmation), if any, that
relate to such Affected Convertible Notes] and (y) the Number of Options as of the Conversion
Date for such Early Conversion; |

21

| (C) | any
payment hereunder with respect to such termination shall be calculated pursuant to Section 6
of the Agreement as if (x) an Early Termination Date had been designated in respect
of a Transaction having terms identical to the Transaction and a Number of Options equal
to the Affected Number of Options, (y) Counterparty were the sole Affected Party with
respect to such Additional Termination Event and (z) the terminated portion of the Transaction
were the sole Affected Transaction; |

| (D) | for the avoidance of doubt, in determining
the amount payable in respect of such Affected Transaction pursuant to Section 6 of
the Agreement, the Calculation Agent shall assume that (x) the relevant Early Conversion
and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or
on behalf of Counterparty leading thereto had not occurred, (y) no adjustments to the
“Conversion Rate” (as defined in the Indenture) have occurred pursuant to any
Excluded Provision and (z) the corresponding Convertible Notes remain outstanding; and |

| (E) | the Transaction shall remain in full
force and effect, except that, as of the Early Termination Date for such Early Conversion,
the Number of Options shall be reduced by the Affected Number of Options. |

| (ii) | [Reserved] . |

| (iii) | Within
ten (10) Scheduled Trading Days following any Repayment Event (as defined below), Counterparty
may, but shall not be obligated to, notify Dealer of such Repayment Event, including the
aggregate principal amount of Convertible Notes subject to such Repayment Event (any such
notice, a “ Repayment Notice ”)[; provided that any “Repayment
Notice” delivered to Dealer pursuant to the [Base Call Option Confirmation][Base Call
Option Confirmation or the Affiliate Notes Call Option Confirmation] shall be deemed to be
a Repayment Notice pursuant to this Confirmation and the terms of such Repayment Notice shall
apply, mutatis mutandis , to this Confirmation]. Such Repayment Notice shall contain
the representation and warranty that Counterparty is not, on the date thereof, in possession
of any material non-public information with respect to Counterparty or the Shares. The receipt
by Dealer from Counterparty of any Repayment Notice shall constitute an Additional Termination
Event as provided in this Section 9(h)(iii). Upon receipt of any such Repayment Notice,
Dealer shall designate an Exchange Business Day following receipt of such Repayment Notice
(which Exchange Business Day shall be on or as promptly as reasonably practicable after the
related repurchase settlement date for the relevant Repayment Event) as an Early Termination
Date with respect to the portion of the Transaction corresponding to a number of Options
(the “ Repayment Options ”) equal to the lesser of (A) [(x)] the
aggregate principal amount of such Convertible Notes specified in such Repayment Notice,
divided by USD 1,000, [ minus (y) the number of “Repayment Options”
(as defined in the Base Call Option Confirmation), if any, that relate to such Convertible
Notes (and for the purposes of determining whether any Options under this Confirmation or
under the Base Call Option Confirmation will be among the Repayment Options hereunder or
under, and as defined in, the Base Call Option Confirmation or any other additional call
option confirmation, the Convertible Notes specified in such Repayment Notice shall be allocated
first to the Base Call Option Confirmation, until all Options thereunder are exercised or
terminated, and then to this Confirmation)] [ minus (y) the sum of (i) the
number of “Repayment Options” (as defined in the Base Call Option Confirmation)
and (ii) the number of “Repayment Options” (as defined in the Affiliate
Notes Call Option Confirmation), if any, that relate to such Convertible Notes (and for the
purposes of determining whether any Options under this Confirmation or under the Base Call
Option Confirmation or the Affiliate Notes Call Option Confirmation will be among the Repayment
Options hereunder or under, and as defined in, the Base Call Option Confirmation or the Affiliate
Notes Call Option Confirmation, the Convertible Notes specified in such Repayment Notice
shall be allocated first to the Base Call Option Confirmation, then to the Affiliate Notes
Call Option Confirmation, until all Options thereunder are exercised or terminated, and then
to this Confirmation)], and (B) the Number of Options as of the date Dealer designates
such Early Termination Date and, as of such date, the Number of Options shall be reduced
by the number of Repayment Options. Any payment hereunder with respect to such termination
shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination
Date had been designated in respect of a Transaction having terms identical to the Transaction
and a Number of Options equal to the number of Repayment Options, (2) Counterparty were
the sole Affected Party with respect to such Additional Termination Event and (3) the
terminated portion of the Transaction were the sole Affected Transaction. |

22

In addition, for the avoidance of doubt,
solely for purposes of calculating the amount payable pursuant to Section 6 of the Agreement pursuant to the second immediately
preceding sentence, Dealer shall assume that the relevant Repayment Event and any conversions, adjustments, agreements, payments, deliveries
or acquisitions by or on behalf of Counterparty leading thereto had not occurred, no adjustments to the “Conversion Rate”
(as such term is defined in the Indenture) have occurred pursuant to any Excluded Provision and the corresponding Convertible Notes remain
outstanding as if the circumstances related to such Repayment Event had not occurred. “ Repayment Event ” means that
(i) any Convertible Notes are repurchased or redeemed (whether in connection with or as a result of a fundamental change, howsoever
defined, or for any other reason) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty
or any of its subsidiaries in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described),
(iii) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes or (iv) any
Convertible Notes are exchanged by or for the benefit of the “Holders” (as defined in the Indenture) thereof for any other
securities of Counterparty or any of its subsidiaries (or any other property, or any combination thereof) pursuant to any exchange offer
or similar transaction. For the avoidance of doubt, any conversion of Convertible Notes (whether into cash, Shares, “Reference
Property” (as defined in the Indenture) or any combination thereof) pursuant to the terms of the Indenture shall not constitute
a Repayment Event.

| (i) | Amendments to Equity Definitions . |

| (i) | Section 11.2(e)(vii) of the Equity
Definitions is hereby amended by deleting the words “a diluting or concentrative”
and replacing them with the words “a material” and adding the phrase “or
the Options, as a result of a corporate event involving the Issuer” at the end of the
sentence. |

| (ii) | Section 12.1(d) of the Equity
Definitions is hereby amended by replacing “10%” with “20%” in the
third line thereof and by replacing all references to “voting shares” therein
with “Shares”. |

| (iii) | Section 12.6(a)(ii) of the Equity
Definitions is hereby amended by (1) inserting “(1)” immediately following
the word “means” in the first line thereof and (2) inserting immediately
prior to the semi-colon at the end of subsection (B) thereof the following words: “or
(2) the occurrence of any of the events specified in Section 5(a)(vii)(1) through
(9) of the ISDA Master Agreement with respect to that Issuer”. |

| (iv) | The first sentence of Section 12.7(b) of
the Equity Definitions is hereby amended by inserting, prior to the period at the end thereof,
the following phrase: “; provided that in the case of a Merger Event or Tender Offer,
the parties shall use commercially reasonable efforts to agree on such amount on or prior
to the Merger Event Date or Tender Offer Date, as the case may be”. |

| (v) | Section 12.9(b)(i) of
the Equity Definitions is hereby amended by (1) replacing “either party may elect”
with “Dealer may elect” and (2) replacing “notice to the other party”
with “notice to Counterparty” in the first sentence of such section. |

23

| (vi) | “Extraordinary Dividend” (as
such term is used in the Equity Definitions) means any cash dividend on the Shares. |

| (j) | No Netting or Set-off . The
provisions of Section 2(c) of the Agreement shall not apply to the Transaction.
Each party waives any and all rights it may have to set-off delivery or payment obligations
it owes to the other party under the Transaction against any delivery or payment obligations
owed to it by the other party under any other agreement between the parties hereto, by operation
of law or otherwise. |

| (k) | [Reserved] . |

| (l) | Waiver of Jury Trial . Each
party waives, to the fullest extent permitted by applicable law, any right it may have to
a trial by jury in respect of any suit, action or proceeding relating to the Transaction.
Each party (i) certifies that no representative, agent or attorney of either party has
represented, expressly or otherwise, that such other party would not, in the event of such
a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges
that it and the other party have been induced to enter into the Transaction, as applicable,
by, among other things, the mutual waivers and certifications provided herein. |

| (m) | Registration . Counterparty
hereby agrees that if, in the good faith reasonable judgment of Dealer, based on the advice
of counsel, the Shares (“ Hedge Shares ”) acquired by Dealer for the purpose
of effecting a commercially reasonable hedge of its obligations pursuant to the Transaction
cannot be sold in the public market by Dealer without registration under the Securities Act,
Counterparty shall, at its election in its sole discretion, either (i) in order to allow
Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective
registration statement under the Securities Act and (A) enter into an agreement, in
form and substance satisfactory to Dealer, substantially in the form of an underwriting agreement
for a registered secondary offering of similar size, (B) provide accountant’s
“comfort” letters, (C) provide disclosure opinions and other customary opinions,
certificates and closing documents customary in form for registered offerings of equity securities
and (D) afford Dealer a reasonable opportunity to conduct a “due diligence”
investigation (in all cases of (A)-(D) above, as would be usual and customary for offerings
for companies of similar size and in a similar industry); provided, however , that
if Dealer, in its sole reasonable discretion, is not satisfied with access to due diligence
materials, the results of its due diligence investigation, or the procedures and documentation
for the registered offering referred to above, then clause (ii) or clause (iii) of
this paragraph shall apply at the election of Counterparty, (ii) in order to allow Dealer
to sell the Hedge Shares in a private placement, enter into a private placement agreement
substantially similar to private placement purchase agreements customary for private placements
of equity securities of similar size, in form and substance satisfactory to Dealer (in which
case, the Calculation Agent shall make any adjustments to the terms of the Transaction that
are necessary, in its reasonable judgment, to compensate Dealer for any commercially reasonable
discount from the public market price of the Shares incurred on the sale of Hedge Shares
in a private placement of similar size), or (iii) purchase the Hedge Shares from Dealer
at the then-current market price on such Exchange Business Days, and in the amounts and at
such time(s), requested by Dealer. This Section 9(m) shall survive the termination,
expiration or early unwind of the Transaction. |

| (n) | Tax Disclosure . Effective
from the date of commencement of discussions concerning the Transaction, Counterparty and
each of its employees, representatives, or other agents may disclose to any and all persons,
without limitation of any kind, the tax treatment and tax structure of the Transaction and
all materials of any kind (including opinions or other tax analyses) that are provided to
Counterparty relating to such tax treatment and tax structure. |

| (o) | Right to Extend . Dealer
may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement
Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect
to some or all of the Options hereunder, if Dealer reasonably determines, in its discretion,
based on the advice of counsel in the case of clause (ii) below, that such action is
reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable
hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but
only if there is a material decrease in liquidity relative to Dealer’s expectations
on the Trade Date) or (ii) to enable Dealer to effect purchases of Shares in connection
with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if
Dealer were Issuer or an affiliated purchaser of Issuer, be in compliance with applicable
legal, regulatory or self-regulatory requirements, or with related policies and procedures
applicable to Dealer; provided that such policies and procedures have been adopted
by Dealer in good faith and are generally applicable in similar situations and applied in
a non-discriminatory manner; provided further that no such Valid Day or other date
of valuation, payment or delivery may be postponed or added more than 60 Valid Days after
the original Valid Day or other date of valuation, payment or delivery, as the case may be. |

24

| (p) | Status of Claims in Bankruptcy .
Dealer acknowledges and agrees that this Confirmation is not intended to convey to Dealer
rights against Counterparty with respect to the Transaction that are senior to the claims
of common stockholders of Counterparty in any United States bankruptcy proceedings of Counterparty;
provided that nothing herein shall limit or shall be deemed to limit Dealer’s
right to pursue remedies in the event of a breach by Counterparty of its obligations and
agreements with respect to the Transaction; provided , further that nothing
herein shall limit or shall be deemed to limit Dealer’s rights in respect of any transactions
other than the Transaction. |

| (q) | Securities Contract; Swap Agreement .
The parties hereto intend for (i) the Transaction to be a “securities contract”
and a “swap agreement” as defined in the Bankruptcy Code, and the parties hereto
to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6),
362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s
right to liquidate the Transaction and to exercise any other remedies upon the occurrence
of any Event of Default under the Agreement with respect to the other party to constitute
a “contractual right” as described in the Bankruptcy Code, and (iii) each
payment and delivery of cash, securities or other property hereunder to constitute a “margin
payment” or “settlement payment” and a “transfer” as defined
in the Bankruptcy Code. |

| (r) | Notice of Certain Other Events .
Counterparty covenants and agrees that: |

| (i) | promptly following the public announcement
of the results of any election by the holders of Shares with respect to the consideration
due upon consummation of any Merger Event, Counterparty shall give Dealer written notice
of the weighted average of the types and amounts of consideration received by holders of
Shares upon consummation of such Merger Event (the date of such notification, the “ Consideration
Notification Date ”); provided that in no event shall the Consideration Notification
Date be later than the date on which such Merger Event is consummated; and |

| (ii) | (A) Counterparty shall give Dealer
commercially reasonable advance (but in any event at least one Exchange Business Day prior
to the relevant Adjustment Notice Deadline) written notice of the section or sections of
the Indenture and, if applicable, the formula therein, pursuant to which any adjustment will
be made to the Convertible Notes in connection with any Potential Adjustment Event (other
than a Potential Adjustment Event in respect of the Dilution Adjustment Provisions set forth
in Section [14.04(b)] or Section [14.04(d)] of the Indenture) or Merger Event (or,
if the Convertible Notes are no longer outstanding, any such Potential Adjustment Event or
Merger Event that would have resulted in an adjustment to the Convertible Notes if the Convertible
Notes were outstanding) and (B) promptly following any such adjustment, Counterparty
shall give Dealer written notice of the details of such adjustment (or such adjustment that
would have occurred if the Convertible Notes were outstanding, as the case may be). The “ Adjustment
Notice Deadline ” means (i) for any Potential Adjustment Event in respect of
the Dilution Adjustment Provision set forth in Section [14.04(a)] of the Indenture,
the relevant “Ex-Dividend Date” (as such term is defined in the Indenture) or
“Effective Date” (as such term is defined in the Indenture), as the case may
be, (ii) for any Potential Adjustment Event in respect of the Dilution Adjustment Provision
in the first formula set forth in Section [14.04(c)] of the Indenture, the first “Trading
Day” (as such term is defined in the Indenture) of the period referred to in the definition
of “SP0” in such formula, (iii) for any Potential Adjustment Event in respect
of the Dilution Adjustment Provision in the second formula set forth in Section [14.04(c)] of
the Indenture, the first “Trading Day” (as such term is defined in the Indenture)
of the “Valuation Period” (as such term is defined in the Indenture), (iv) for
any Potential Adjustment Event in respect of the Dilution Adjustment Provision set forth
in Section [14.04(e)] of the Indenture, the first “Trading Day” (as such
term is defined in the Indenture) of the period referred to in the definition of “SP1’”
in the formula in such Section, and (v) for any Merger Event, the effective date of
such Merger Event (or, if earlier, the first day of any valuation or similar period in respect
of such Merger Event). |

25

| (s) | Wall Street Transparency and Accountability
Act . In connection with Section 739 of the Wall Street Transparency and Accountability
Act of 2010 (“ WSTAA ”), the parties hereby agree that neither the enactment
of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment
made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable
rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement,
as applicable, arising from a termination event, force majeure, illegality, increased costs,
regulatory change or similar event under this Confirmation, the Equity Definitions incorporated
herein, or the Agreement (including, but not limited to, rights arising from Change in Law,
Hedging Disruption, Increased Cost of Hedging, an Excess Ownership Position, or Illegality
(as defined in the Agreement)). |

| (t) | Agreements and Acknowledgements
Regarding Hedging . Counterparty understands, acknowledges and agrees that: (A) at
any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares
or other securities or buy or sell options or futures contracts or enter into swaps or other
derivative securities in order to adjust its hedge position with respect to the Transaction;
(B) Dealer and its affiliates also may be active in the market for Shares other than
in connection with hedging activities in relation to the Transaction; (C) Dealer shall
make its own determination as to whether, when or in what manner any hedging or market activities
in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate
to hedge its price and market risk with respect to the Relevant Prices; and (D) any
market activities of Dealer and its affiliates with respect to Shares may affect the market
price and volatility of Shares, as well as the Relevant Prices, each in a manner that may
be adverse to Counterparty. |

| (u) | Early Unwind . [In the event
the sale of the [[“Firm Securities”][“Optional Securities”] (as defined
in the Purchase Agreement (the “ Purchase Agreement ”) dated as of May [__],
2026, between Counterparty and Cantor Fitzgerald & Co., as representative of the
Initial Purchasers party thereto (the “ Initial Purchasers ”)) is not consummated
with the Initial Purchasers for any reason,] [In the event the sale of the “Subscribed
Securities” (as defined in the Subscription Agreement dated as of May [__], 2026,
between Counterparty and Double Zero Capital, LP) is not consummated for any reason], or
Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a),
in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such
later date as agreed upon by the parties (the Premium Payment Date or such later date the
“ Early Unwind Date ”), the Transaction shall automatically terminate (the
“ Early Unwind ”), on the Early Unwind Date and (i) the Transaction
and all of the respective rights and obligations of Dealer and Counterparty under the Transaction
shall be cancelled and terminated and (ii) each party shall be released and discharged
by the other party from and agrees not to make any claim against the other party with respect
to any obligations or liabilities of the other party arising out of and to be performed in
connection with the Transaction either prior to or after the Early Unwind Date. Each of Dealer
and Counterparty represents and acknowledges to the other that, upon an Early Unwind, all
obligations with respect to the Transaction shall be deemed fully and finally discharged. |

| (v) | Payment by Counterparty .
In the event that, following payment of the Premium, (i) an Early Termination Date occurs
or is designated with respect to the Transaction as a result of a Termination Event or an
Event of Default (other than an Event of Default arising under Section 5(a)(ii) or
5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated
under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer,
pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated
under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. |

26

| (w) | Other Adjustments Pursuant to the
Equity Definitions . Notwithstanding anything to the contrary in this Confirmation,
solely for the purpose of adjusting the Cap Price pursuant to this Section 9(w), the
terms “Merger Event,” “Tender Offer” and “Potential Adjustment
Event” shall each have the meanings assigned to such term in the Equity Definitions
(in the case of the definition of “Tender Offer,” as amended by Section 9(i)(ii) above,
and in the case of the definition of “Potential Adjustment Event”, as amended
by Section 9(i)(i) above), and upon the occurrence of a Merger Date, the occurrence
of a Tender Offer Date, or declaration by Counterparty or Issuer of the terms of any Potential
Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the
Calculation Agent shall determine whether such occurrence or declaration, as applicable,
has had a material economic effect on the Transaction and, if so, shall, adjust the Cap Price
to preserve the fair value of the Options; provided that (x) solely in the case
of a Potential Adjustment Event pursuant Section 11.2(e)(i), (ii)(A) or (iv), no
adjustments will be made to account solely for changes in volatility, expected dividends,
stock loan rate or liquidity relative to the relevant Shares, (y) the parties agree
that Exempted Repurchases shall not be considered Potential Adjustment Events and (z) in
no event shall the Cap Price be less than the Strike Price. “ Exempted Repurchase ”
means any (1) open market Share repurchase at prevailing market prices (including, without
limitation, any discount to average VWAP prices), (2) any privately negotiated Share
repurchases entered into outside of an exchange, (3) Share repurchase through a dealer
pursuant to accelerated share repurchases, forward contracts or similar transactions that
is entered into at prevailing market prices (including, without limitation, any discount
to average VWAP prices) and in accordance with customary market terms for transactions of
such type to repurchase the Shares, or (4) any reacquisition of Shares pursuant to Counterparty’s
employee incentive plans in connection with the related equity transactions, or Counterparty’s
withholding of Shares to cover tax liabilities associated with such equity transactions,
so long as, in the case of each of clauses (1) to (3), such repurchase or transaction
would not reduce the number of total Shares outstanding to be less than [_______] Shares,
as determined by Calculation Agent in a commercially reasonable manner and as adjusted by
the Calculation Agent to account for any subdivision or combination with respect to the Shares. |

| (x) | Tax Matters . |

| (i) | Withholding Tax Imposed on Payments to
Non-U.S. Counterparties . “ Indemnifiable Tax ,” as defined in Section 14
of the Agreement, shall not include (i) any U.S. federal withholding tax imposed or
collected pursuant to Sections 1471 through 1474 of the Code, any current or future regulations
or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of
the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant
to any intergovernmental agreement entered into in connection with the implementation of
such Sections of the Code (a “ FATCA Withholding Tax ”) or (ii) any
tax imposed on amounts treated as dividends from sources within the United States under Section 871(m) of
the Code (or any Treasury Regulations or other guidance issued thereunder) (a “ Section 871(m) Tax ”).
“Tax” as used in Section 9(x)(iii) of this Confirmation shall not include
any FATCA Withholding Tax. For the avoidance of doubt, a FATCA Withholding Tax and a Section 871(m) Tax
are each a Tax the deduction or withholding of which is required by applicable law for the
purposes of Section 2(d) of the Agreement. |

| (ii) | Tax Documentation . For the purposes
of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to
Counterparty a valid U.S. Internal Revenue Service Form W-[ ], or any successor thereto,
and Counterparty shall provide to Dealer a valid U.S. Internal Revenue Service Form W-8BEN-E,
or any successor thereto, (i) on or before the date of execution of this Confirmation,
(ii) promptly upon learning that any such tax form previously provided by it has become
obsolete or incorrect and (iii) promptly upon reasonable request of the other party.
Additionally, each party shall, promptly upon request by the other party, provide such other
tax forms and documents reasonably requested by the other party. |

27

| (iii) | Payor Tax Representations . For
the purpose of Section 3(e) of the Agreement, each party makes the following representation:
It is not required by any applicable law, as modified by the practice of any relevant governmental
revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for
or on account of any Tax from any payment (other than interest under Section 9(h) of
the Agreement or amounts payable hereunder that are considered to be interest for U.S. federal
income tax purposes) to be made by it to the other party under the Agreement. In making this
representation, it may rely on (i) the accuracy of any representations made by the other
party pursuant to Section 9(x)(iv) of this Confirmation, (ii) the satisfaction
of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement
and the accuracy and effectiveness of any document provided by the other party pursuant to
Section 4(a)(i) or 4(a)(iii) of the Agreement, (iii) the satisfaction
of the agreement of the other party contained in the last sentence of Section 9(x)(iv) of
this Confirmation and (iv) the documentation provided by the other party pursuant to
Section 9(x)(ii) of this Confirmation, except that it will not be a breach of this
representation where reliance is placed on clause (ii) above and the other party does
not deliver a form or document under Section 4(a)(iii) of the Agreement by reason
of material prejudice to its legal or commercial position. |

| (iv) | Payee Tax Representations . For the
purpose of Section 3(f) of the Agreement, the parties make the representations
below: |

(A) Counterparty is not a non-resident
of Canada for the purpose of the Income Tax Act (Canada). Counterparty is classified as a corporation for U.S. federal income
tax purposes. No income received or to be received under the Agreement will be effectively connected with the conduct of a trade or business
by Counterparty in the United States. Counterparty is a “non-U.S. branch of a foreign person” as that term is used in Section 1.1441-4(a)(3)(ii) of
the Treasury Regulations, and it is a “foreign person” as that term is used in Section 1.6041-4(a)(4) of the Treasury
Regulations.

(B) [Dealer is a corporation for
U.S. federal income tax purposes and is organized under the laws of [the United States]. Dealer is a “U.S. person” as that
term is used in Treasury Regulations Section 1.1441-4(a)(3)(ii) and an exempt recipient as that term is used in Treasury Regulations
Section 1.6049-4(c)(l)(ii) .]

In the event that either party becomes
aware that a representation made under this Section 9(x)(iv) would not be accurate and complete if made at that time, it shall
so notify the other party promptly thereafter.

| (y) | Counterparts . This Confirmation
may be executed in several counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument. Delivery of an executed signature
page by facsimile or electronic transmission (e.g. “pdf” or “tif”),
or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act or other applicable law, e.g., www.docusign.com, shall be effective as delivery
of a manually executed counterpart hereof. |

| (z) | [ Conduct Rules . Each of
Dealer and Counterparty acknowledges and agrees to be bound by the Conduct Rules of
the Financial Industry Regulatory Authority, Inc. applicable to transactions in options,
and further agrees not to violate the position and exercise limits set forth therein. |

| (aa) | Risk Disclosure Statement .
Counterparty represents and warrants that it has received, read and understands the OTC Options
Risk Disclosure Statement and a copy of the most recent disclosure pamphlet prepared by The
Options Clearing Corporation entitled “Characteristics and Risks of Standardized Options”.] |

| (bb) | Eligible Financial Contract .
The parties intend that the Agreement, including this Confirmation and the Transactions entered
into hereunder, to be an “eligible financial contract” as such term is defined
in the Bankruptcy and Insolvency Act (Canada), the Companies’
Creditors Arrangement Act (Canada) and the Winding-up and Restructuring
Act (Canada), each as amended, restated, replaced or re-enacted from time to time
(collectively, “ Canadian Insolvency Law ”). |

28

| (cc) | [ U.S. Resolution Stay Protocol .
The parties acknowledge and agree that (i) to the extent that prior to the date hereof
both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “ Protocol ”),
the terms of the Protocol are incorporated into and form a part of the Agreement, and for
such purposes the Agreement shall be deemed a Protocol Covered Agreement, Dealer shall be
deemed a Regulated Entity and Counterparty shall be deemed an Adhering Party; (ii) to
the extent that prior to the date hereof the parties have executed a separate agreement the
effect of which is to amend the qualified financial contracts between them to conform with
the requirements of the QFC Stay Rules (the “ Bilateral Agreement ”),
the terms of the Bilateral Agreement are incorporated into and form a part of the Agreement,
and for such purposes the Agreement shall be deemed a Covered Agreement, Dealer shall be
deemed a Covered Entity and Counterparty shall be deemed a Counterparty Entity; or (iii) if
clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2
and the related defined terms (together, the “ Bilateral Terms ”) of the
form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs
and Corporate Groups)” published by ISDA on November 2, 2018 (currently available
on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and, a copy of which
is available upon request), the effect of which is to amend the qualified financial contracts
between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby
incorporated into and form a part of the Agreement, and for such purposes the Agreement shall
be deemed a “Covered Agreement,” Dealer shall be deemed a “Covered Entity”
and Counterparty shall be deemed a “Counterparty Entity.” In the event that,
after the date of the Agreement, both parties hereto become adhering parties to the Protocol,
the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies
between the Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral
Terms (each, the “ QFC Stay Terms ”), as applicable, the QFC Stay Terms
will govern. Terms used in this paragraph without definition shall have the meanings assigned
to them under the QFC Stay Rules. For purposes of this paragraph, references to “the
Agreement” include any related credit enhancements entered into between the parties
or provided by one to the other. In addition, the parties agree that the terms of this paragraph
shall be incorporated into any related covered affiliate credit enhancements, with all references
to Dealer replaced by references to the covered affiliate support provider. “ QFC
Stay Rules ” means the regulations codified at 12 C.F.R. 252.2, 252.81–8,
12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an
express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit
Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall
Street Reform and Consumer Protection Act and the override of default rights related directly
or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions
on the transfer of any covered affiliate credit enhancements.] |

| (dd) | EXLUSIVE JURISDICTION. NOTWITHSTANDING
ANYTHING TO THE CONTRARY UNDER SECTION 13(B) OF THE AGREEMENT, THE PARTIES HERETO
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED
IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING
OUT OF OR RELATING TO THE AGREEMENT, THIS CONFIRMATION OR ANY TRANSACTIONS CONTEMPLATED HEREBY. DEALER
AND COUNTERPARTY INTEND THAT THIS TRANSACTION BE ENTERED INTO, AND THIS CONFIRMATION BE EXECUTED, IN
THE STATE OF NEW YORK. |

| (ee) | Equivalency Clause . For
purposes of disclosure pursuant to the Interest Act (Canada), as amended,
restated, replaced or re-enacted from time to time, Counterparty acknowledge that
the yearly rate of interest to which any rate of interest or other amount payable under the
Agreement, which is to be calculated on the basis of a number of days that is less than a
full calendar year, is equivalent may be determined by multiplying such rate by a fraction,
the numerator of which is the actual number of days in the calendar year in which such yearly
interest is to be ascertained and the denominator of which is the number of days comprising
such other basis. |

| (ff) | Canadian Representation Letters .
Counterparty agrees to deliver to Dealer, prior to the Effective Date, a duly completed and
executed copy of each of (i) Canadian Representation Letter #1 ( Trade Reporting and
Other Obligations ), as published by ISDA on March 23, 2016 and available at www.isda.org
and (ii) Canadian Representation Letter #2 ( Business Conduct Rule ), as published
by ISDA on February 19, 2025 and available at www.isda.org . |

29

| (gg) | English Language . The parties
hereto acknowledge that it is their express wish that this Confirmation be drawn in the English
language only. Les parties reconnaissent qu’il est de leur volonté que la
présente entente soit rédigée en langue anglaise seulement . |

| (hh) | [ Insert
Other Regulatory Boilerplate ] |

[Signature page to follow]

30

Please confirm that the foregoing
correctly sets forth the terms of our agreement by executing this Confirmation and returning it to Dealer.

Very truly yours,

|
[ Dealer ] |

|
|

|
By: |
|

|
Authorized Signatory |

|
Name: |

[ Signature Page to [Base][Additional][Affiliate
Note] Capped Call Confirmation ]

Accepted and confirmed

as of the Trade Date:

OSISKO DEVELOPMENT CORP. |
|

|
|

By: |
                      |
|

Name: |
|

Title: |
|

[ Signature Page to [Base][Additional][Affiliate
Note] Capped Call Confirmation ]