Common use of Initial Exercise Price; Exercise of Rights; Detachment of Rights Clause in Contracts

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the Exercise Price and number of Common Shares being subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ determines to issue a Rights Certificate, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇ ▇▇▇▇▇▇ hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share of the Corporation registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common ShareShare of the Corporation. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common SharesShares of the Corporation. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures (as are directed by determined necessary in consultation with the Rights Agent Agent) for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this the Agreement with respect to the exercise of Rights and all provisions provision of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section Subsection 3.1(b) hereof and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), ) at such holder’s 's address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share Unit for the Exercise Price (with the Exercise Price and number of Common Shares being subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ or any of its Subsidiaries shall be voidPrice. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share Unit registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Unit and will be transferable only together with, and will be transferred by a transfer of, such associated Common ShareUnit. (c) From and after After the Separation Time and prior to the Expiration Time:, (i) the Rights shall be exercisable; , and (ii) the registration and transfer of the Rights shall be separate from and independent of Common SharesUnits. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Trust will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Trust determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are reasonably directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Trust to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Trust determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares Units as of the Separation Time or who subsequently becomes a holder of record of Units upon the exercise of rights attaching to Convertible Securities outstanding at the Unit Acquisition Date (other than an Acquiring Person, Person and any other Person whose holder of record of Rights which are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Trust (▇▇▇▇ ▇▇▇▇▇▇ the Trust hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):),

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ TransAlta or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common ShareShare of TransAlta. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common SharesShares of TransAlta. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ TransAlta will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ TransAlta determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ TransAlta to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (d) In the event that ▇▇▇▇ ▇▇▇▇▇▇ TransAlta determines to issue a Rights CertificateCertificates, it then promptly following the Separation Time, TransAlta will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section Subsection 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person or any such other Person which are not held of record by such Acquiring Person or such other Person, the holder of record of such Rights (a “Nominee”)) and, in respect of each Convertible Security converted into Common Shares after the Separation time and prior to the Expiration Time, promptly after such conversion, TransAlta will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Subsection 3.1(b) and, in respect of any Rights Beneficially Owned by such Acquiring Person or any such other Person which are not held of record by such Acquiring Person or such other Person, the Nominee), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ TransAlta (▇▇▇▇ ▇▇▇▇▇▇ TransAlta hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, including without limitation as set forth in Article 3, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the which Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries subsidiaries shall be void. (b) Until the Separation Time, , (i) the Rights shall not be exercisable and no Right may be exercised; and and (ii) for administrative purposes, each Right will be evidenced by the certificate for the associated Common Share Shares registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common ShareShares. (c) From and after the Separation Time and prior to the Expiration Time: (i) , the Rights shall may be exercisable; and (ii) exercised, and the registration and transfer of the Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain the Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights rights (a “Nominee”)), ) at such holder’s 's address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records record to the Rights Agent for this purpose): (i) a Rights Certificate in substantially the form of Exhibit A hereto appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or judicial or administrative order, or with any article, requirement or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by the Corporation describing the Rights; provided that a Nominee shall be sent the materials provided for in (i) and (ii) only in respect of all Shares held of record by it which are not Beneficially Owned by an Acquiring Person and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation may reasonably require for such purpose. d) Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its principal office in Toronto, Ontario, or any other office of the Rights Agent designated for that purpose from time to time by the Corporation: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise (an “Election to Exercise”) substantially in the form attached to the Rights Certificate (or in the case of Rights in Book Entry Form, in a form adapted accordingly as the Rights Agent may reasonably require) duly completed and executed in a manner acceptable to the Rights Agent; and (iii) payment by certified cheque, banker's draft or money order payable to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Shares (or if Shares are then issued and registered in Book Entry Form, registration in Book Entry Form) in a name other than that of the holder of the Rights being exercised. e) Upon receipt of a Rights Certificate, which is accompanied by an appropriately completed and duly executed Election to Exercise (which does not indicate that such Right is null and void as provided by Subsection 3.1(b)) and payment as set forth in Subsection 2.2(d), the Rights Agent (unless otherwise instructed by the Corporation) will thereupon as soon as possible: (i) requisition from the transfer agent of the Shares, certificates (or if Shares are then issued and registered in Book Entry Form, registration in Book Entry Form) representing the number of Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) after receipt of such share certificates or confirmation of Book Entry Form registration, deliver such certificates or confirmation of Book Entry Form registration to, or to the order of, the registered holder of such Rights Certificate (or, if Rights are then issued and registered in Book Entry Form, the Person whose name appears on such registration), registered in such name or names as may be designated by such holder; (iii) when appropriate, requisition from the Corporation the amount of cash, if any, to be paid in lieu of issuing fractional Shares; (iv) when appropriate, after receipt of such cash, deliver such cash to, or to the order of, the registered holder of the Rights Certificate; and (v) tender to the Corporation all payments received on exercise of the Rights. f) If the holder of any Rights shall exercise less than all of the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns. g) The Corporation shall: (i) take all such action as may be necessary and within its power to ensure that all Shares delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such Shares or registration in Book Entry Form of such shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may reasonably be considered to be necessary and within its power to comply with any applicable requirements of the Canada Business Corporations Act, the Securities Act, the U.S. Exchange Act, the United States Securities Act of 1933, as amended, and applicable comparable legislation of each of the provinces and territories of Canada and states of the United States of America, or the rules and regulations thereunder or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights, the Rights Certificates and the issuance of any Shares upon exercise of the Rights; (iii) use reasonable efforts to cause all Shares issued upon exercise of the Rights to be listed on the stock exchanges on which the Shares are listed at that time; (iv) cause to be reserved and kept available out of its authorized and unissued Shares, the number of Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial, state and municipal taxes (not in the nature of income, capital gains or withholding taxes) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Shares (or registration in Book Entry Form of Shares) issued upon the exercise of Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer of Rights or the issuance or delivery of certificates for Shares (or registration in Book Entry Form of Shares) issued upon the exercise of Rights, in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1 or Section 5.4, not take (or permit any corporation it controls to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share of the Corporation registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Shares of the Corporation. (d) Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures (as are directed by determined necessary in consultation with the Rights Agent Agent) for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this the Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (e) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person person whose Rights are or become void pursuant to the provisions of Section 3.1(b) Subsection 3.1(b)hereof and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), ) at such holder’s 's address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by the Corporation describing the Rights, provided that a Nominee shall be sent the materials provided for in (i) and (ii) of this Subsection 2.2(e)in respect of all Common Shares of the Corporation held of record by it which are not Beneficially Owned by an Acquiring Person. (f) In the event that the Corporation determines to issue Rights Certificates, Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (iii) payment by certified cheque, banker's draft or money order payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (g) In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with a completed Election to Exercise executed in accordance with Clause 2.2(f)(ii), which does not indicate that such Right is null and void as provided by Subsection 3.1(b), and payment as set forth in Clause 2.2(f)(iii), the Rights Agent (unless otherwise instructed by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: (i) requisition from the transfer agent certificates representing the number of such Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares in accordance with Subsection 5.5(b); (iii) after receipt of the certificates referred to in Clause 2.2(g)(i), deliver the same to or upon the order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder; (iv) when appropriate, after receipt, deliver the cash referred to in Clause 2.2(g)(ii) to or to the order of the registered holder of such Rights Certificate; and (v) remit to the Corporation all payments received on exercise of the Rights. (h) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.5(a)) will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns. (i) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may be necessary and within its power to comply with the requirements of the CBCA, the Securities Act and the securities laws or comparable legislation of each of the provinces of Canada, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the stock exchanges on which such Common Shares were traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of the authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common Shares to be issued upon exercise of any Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share of the Corporation registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Shares of the Corporation. (d) Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures (as are directed by determined necessary in consultation with the Rights Agent Agent) for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this the Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (e) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person person whose Rights are or become void pursuant to the provisions of Section Subsection 3.1(b) hereof and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), ) at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by the Corporation describing the Rights, provided that a Nominee shall be sent the materials provided for in (i) and (ii) of this Subsection 2.2(e) in respect of all Common Shares of the Corporation held of record by it which are not Beneficially Owned by an Acquiring Person. (f) In the event that the Corporation determines to issue Rights Certificates, Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (iii) payment by certified cheque, banker’s draft or money order payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (g) In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with a completed Election to Exercise executed in accordance with Clause 2.2(f)(ii), which does not indicate that such Right is null and void as provided by Subsection 3.1(b), and payment as set forth in Clause 2.2(f)(iii), the Rights Agent (unless otherwise instructed by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: (i) requisition from the transfer agent certificates representing the number of such Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares in accordance with Subsection 5.5(b); (iii) after receipt of the certificates referred to in Clause 2.2(g)(i), deliver the same to or upon the order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder; (iv) when appropriate, after receipt, deliver the cash referred to in Clause 2.2(g)(ii) to or to the order of the registered holder of such Rights Certificate; and (v) remit to the Corporation all payments received on exercise of the Rights. (h) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.5(a)) will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (i) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may be necessary and within its power to comply with the requirements of the CBCA, the Securities Act and the securities laws or comparable legislation of each of the provinces of Canada, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the stock exchanges on which such Common Shares were traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of the authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common Shares to be issued upon exercise of any Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the Exercise Price and number of Common Shares being subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights Certificate, it will prepare (or arrange to have prepared) and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time, and in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time promptly after such conversion, to the holder so converting (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ EIFH or any of its Subsidiaries shall be void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share of EIFH registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ EIFH will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ EIFH determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ EIFH to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ EIFH determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section Subsection 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), ) at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ EIFH (▇▇▇▇ ▇▇▇▇▇▇ EIFH hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share purchase, for the Exercise Price Price, one New Unit (with the which Exercise Price and number of Common Shares being New Units are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Trust or any of its Subsidiaries shall be void. (b) Until the Separation Time, , (i) the Rights shall not be exercisable and no Right may be exercised; and , and (ii) for administrative purposes, each Right will be evidenced by the any certificate issued for the associated Common Share Unit registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Units and will be transferable only together with, and will be transferred by a transfer of, of such associated Common ShareUnit. (c) From and after the Separation Time and prior to the Expiration Time: (i) , the Rights shall may be exercisable; and (ii) exercised and the registration and transfer of the Rights shall be separate from and independent of Common SharesUnits. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Trust will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Trust determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Trust to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. . (d) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Trust determines to issue a Rights Certificate, it will prepare and the Rights Agent will mail to each holder of record of Common Shares Units as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Trust or of the registrar and transfer agent of the Units (▇▇▇▇ ▇▇▇▇▇▇ the Trust hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate, in substantially the form set out in Exhibit “A” hereto, appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Trust may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation or judicial or administrative order made pursuant thereto or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to standard usage; and (ii) a disclosure statement prepared by the Trust describing the Rights; provided that a Nominee shall be sent the materials provided for in Clauses (a) and (b) in respect of all Units held of record by it which are not Beneficially Owned by an Acquiring Person. In order for the Trust to determine whether any Person is holding Units which are Beneficially Owned by another Person, the Trust may require such first mentioned Person to furnish such information and documentation as the Trust deems necessary or appropriate in order to make such determination. (e) Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its office in the City of Toronto, Ontario or at any other office of the Rights Agent in the cities designated (with the approval of the Rights Agent) from time to time for that purpose by the Trust: (i) the Rights Certificate evidencing such Rights; (ii) an instrument satisfactory to the Trust and to the Rights Agent evidencing the holder’s election to exercise the Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate or as determined appropriate for Book Entry Form appropriately completed and duly executed by the holder or his executors or administrators or other personal representatives or his legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (iii) payment by certified cheque, banker’s draft or money order payable to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for New Units in a name other than that of the holder of the Rights being exercised. (f) In the event that the Trust determines to issue a Rights Certificate then upon receipt of a duly completed Election to Exercise which does not indicate that such Right is null and void as provided by Subsection 3.1(b), accompanied by all instruments and payments set forth in Subsection 2.2(e), the Rights Agent (unless otherwise instructed in writing by the Trust) will thereupon promptly: (i) direct the transfer agent to register the number of New Units to be purchased in the securities register of the Trust in such name or names as may be designated by such holder of Rights or, upon written request of such holder, requisition from the transfer agent of the Trust certificates for the number of New Units to be purchased (the Trust hereby irrevocably agreeing to authorize its transfer agent to comply with all such requisitions); (ii) after receipt of confirmation from the transfer agent that the registration has been completed, in each case as referred to in Clause 2.02(6)(a), deliver such confirmations or certificates to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; (iii) when appropriate, requisition from the Trust the amount of cash to be paid in lieu of issuing fractional New Units; (iv) when appropriate, after receipt, deliver such cash referred to in Clause 2.02(6)(c) to or to the order of the registered holder of the Rights; and (v) tender to the Trust all payments received on exercise of the Rights. (g) In case the holder of any Rights shall exercise less than all of such holder’s Rights, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent upon written request to such holder or to such holder’s duly authorized assigns. (h) The Trust covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all New Units delivered upon exercise of Rights shall, at the time of delivery of the certificates for or registration in Book Entry Form in the Trust’s securities register of such Units (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may be necessary and within its power to comply with the provisions of Section 3.1, including all actions necessary to comply with any applicable requirements of the Securities Act (Ontario) and the securities statute or comparable legislation of each of the other provinces and territories of Canada, and other applicable securities laws and the rules and regulations thereunder, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any New Units upon exercise of Rights; (iii) use reasonable efforts to cause all New Units issued upon exercise of Rights to be listed upon issuance on the Toronto Stock Exchange and each other securities exchange on which the Units are then listed or admitted to trading at that time; (iv) pay when due and payable any and all Canadian and United States federal, provincial and state transfer taxes (not in the nature of income or withholding taxes) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for New Units or registration in Book Entry Form of the New Units in the securities register of the Trust, provided that the Trust shall not be required to pay any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for New Units or registration in Book Entry Form of the New Units in the securities register of the Trust in a name other than that of the holder of the Rights being transferred or exercised; and (v) after the Separation Time, except as permitted by Section 5.1, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a1) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share purchase, for the Exercise Price Price, one New Unit (with the which Exercise Price and number of Common Shares being New Units are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the REIT or any of its Subsidiaries shall be void. (b2) Until the Separation Time, , (i) the Rights shall not be exercisable and no Right may be exercised; and , and (ii) for administrative purposes, each Right will be evidenced by the any certificate issued for the associated Common Share Unit registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Unit and will be transferable only together with, and will be transferred by a transfer of, of such associated Common ShareUnit. (c3) From and after the Separation Time and prior to the Expiration Time: (i) , the Rights shall may be exercisable; and (ii) exercised and the registration and transfer of the Rights shall be separate from and independent of Common SharesUnits. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the REIT will determine whether it wishes to issue Rights Certificates or (subject to the capability of the Rights Agent to accommodate Book Entry Form) whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the REIT determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are reasonably directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the REIT to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the REIT determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares Units as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the REIT or of the registrar and transfer agent of the Units (▇▇▇▇ ▇▇▇▇▇▇ the REIT hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (a) a Rights Certificate, in substantially the form set out in Exhibit “A” hereto, appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the REIT may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation or judicial or administrative order made pursuant thereto or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to standard usage, and (b) a disclosure statement describing the Rights, provided that a Nominee shall be sent the materials provided for in Section 2.02(3)(a) and (b) in respect of all Units held of record by it which are not Beneficially Owned by an Acquiring Person. (4) In the event that the REIT determines to issue Rights Certificates, Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its office in the City of Toronto, Ontario or at any other office of the Rights Agent in the cities designated (with the approval of the Rights Agent) from time to time for that purpose by the REIT: (a) the Rights Certificate evidencing such Rights; (b) an instrument satisfactory to the REIT and to the Rights Agent evidencing the holder’s election to exercise the Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and duly executed by the holder or his executors or administrators or other personal representatives or his legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (c) payment by certified cheque, banker’s draft or money order payable to the order of the REIT, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the registration, in Book Entry Form, of the New Units in a name other than that of the holder of the Rights being exercised. (5) In the event that the REIT determines to issue Rights Certificates, then upon receipt of a Rights Certificate and a duly completed Election to Exercise which does not indicate that such Right is null and void as provided by Subsection 3.01(2), accompanied by all instruments and payments set forth in Subsection 2.02(4), the Rights Agent (unless otherwise instructed in writing by the REIT) will thereupon promptlyas soon as practicable: (a) requisition from the transfer agent certificates for the number of New Units to be purchased (the REIT hereby irrevocably agreeing to authorize its transfer agent to comply with all such requisitions), (b) after receipt of such certificates, deliver such certificates to or upon the order of the registered holder of such Rights, registered in such name or names as may be designated by such holder, (c) when appropriate, requisition from the REIT a cheque representing the amount of cash to be paid in lieu of issuing fractional New Units, (d) when appropriate, after receipt, deliver such cheque referred to in Section 2.02(5)(c) to or to the order of the registered holder of the Rights, and (e) tender to the REIT all payments received on exercise of the Rights. (6) In case the holder of any Rights shall exercise less than all of such holder’s Rights, a new Rights Certificate evidencing the Rights remaining unexercised, as applicable, will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (7) The REIT covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all New Units issued upon exercise of Rights shall, at the time of delivery of the certificates of such Units (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable, (b) take all such action as may be necessary and within its power to comply with any applicable requirements of the Securities Act (Ontario), the Securities Act (Québec) and the securities statute or comparable legislation of each of the other provinces and territories of Canada, and other applicable securities laws and the rules and regulations thereunder, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any New Units upon exercise of Rights, (c) use reasonable efforts to cause all New Units issued upon exercise of Rights to be listed upon issuance on the Toronto Stock Exchange and each other securities exchange on which the Units are then listed or admitted to trading at that time, (d) pay when due and payable any and all Canadian and United States federal, provincial and state transfer taxes (not in the nature of income or withholding taxes) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for New Units, provided that the REIT shall not be required to pay any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for New Units in a name other than that of the holder of the Rights being transferred or exercised, and (e) after the Separation Time, except as permitted by Section 5.01, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ TransAlta or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common ShareShare of TransAlta. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Shares of TransAlta. (d) Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ TransAlta will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ TransAlta determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ TransAlta to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. (e) (d) In the event that ▇▇▇▇ ▇▇▇▇▇▇ TransAlta determines to issue a Rights CertificateCertificates, it then promptly following the Separation Time, TransAlta will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section Subsection 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person or any such other Person which are not held of record by such Acquiring Person or such other Person, the holder of record of such Rights (a “Nominee”)) and, in respect of each Convertible Security converted into Common Shares after the Separation timeTime and prior to the Expiration Time, promptly after such conversion, TransAlta will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Subsection 3.1(b) and, in respect of any Rights Beneficially Owned by such Acquiring Person or any such other Person which are not held of record by such Acquiring Person or such other Person, the Nominee), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ TransAlta (▇▇▇▇ ▇▇▇▇▇▇ TransAlta hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price Price, or the U.S. Dollar Equivalent of the Exercise Price, as at the Business Day immediately preceding the Separation Time (with the which Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, Time (i) the Rights shall not be exercisable and no Right may be exercised; and exercised and (ii) for administrative purposes, each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) , the Rights shall may be exercisable; and (ii) exercised and the registration and transfer of the Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ determines to issue a Rights Certificate, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)Rights), at such holder’s 's address as shown by on the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate, in substantially the form set out in Exhibit "A" hereto, appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule, regulation or judicial or administrative order made pursuant thereto or with any rule or regulation of any stock exchange or quotation system or self-regulatory organization on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by the Corporation describing the Rights, provided that such materials shall not be sent to (A) an Acquiring Person; or (B) to a holder of record (a "Nominee") of Common Shares or securities convertible into Common Shares in respect of any Rights Beneficially Owned by the Acquiring Person; and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation may reasonably require for such purpose. (d) Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its principal office in the City of Toronto: (i) the Rights Certificate evidencing such Rights, with an election to exercise (an "Election to Exercise") substantially in the form attached to the Rights Certificate appropriately completed and duly executed by the holder or his executors or administrators or other legal personal representatives or his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (ii) payment by certified cheque or money order payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (e) Upon receipt of a Rights Certificate, with an Election to Exercise appropriately completed and duly executed, which does not indicate that such Right is null and void as provided by Subsection 3.1(b), accompanied by payment as set forth in Clause 2.2(d)(ii), the Rights Agent (unless otherwise instructed in writing by the Corporation) will thereupon promptly: (i) requisition from the transfer agent of the Common Shares certificates for the number of Common Shares to be purchased (the Corporation hereby irrevocably agreeing to authorize such transfer agent to comply with all such requisitions); (ii) after receipt of such Common Share certificates, deliver such certificates to, or to the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; (iii) when appropriate, requisition from the Corporation the amount of cash, if any, to be paid in lieu of issuing fractional Common Shares; (iv) after receipt of such cash, deliver such cash to, or to the order of, the registered holder of the Rights Certificate; and (v) tender to the Corporation all payments received on exercise of the Rights. (f) If the holder of any rights exercises less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns. (g) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may reasonably be considered to be necessary and within its power to comply with any applicable requirements of the Company Act, the Securities Act and the securities legislation of each of the other provinces and territories of Canada in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares of the Corporation issued upon exercise of Rights to be listed upon issuance on the stock exchange(s) where the Common Shares may be listed at that time; (iv) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, any and all Canadian and United States federal, provincial and state taxes (not in the nature of income or withholding taxes) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares issued upon exercise of Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer of Rights or the issuance or delivery of certificates for Common Shares issued upon exercise of Rights in a name other than that of the holder of the rights being exercised; and (vi) after the Separation Time, except as permitted by Section 5.1 or Section 5.4 hereof, not take (or permit any Subsidiary of the Corporation to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price as at the Business Day immediately preceding the day of exercise of the Right (with the which Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures (as are directed by determined necessary in consultation with the Rights Agent Agent) for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this the Agreement with respect to the exercise of Rights and all provisions provision of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than in either case a Person indicated by the Corporation in writing to be an Acquiring Person, Person or any other Person whose Rights are or become void pursuant to the provisions of Section Subsection 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person or other Person which are not held of record by such Acquiring Person or other Person, the holder of record of such Rights as indicated by the Corporation in writing (a “Nominee”)), at such holder’s 's address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (iii) a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Time or at the time of conversion, as applicable, and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (iv) a disclosure statement describing the Rights, provided that a Nominee shall be sent the materials provided for in paragraphs (x) and (y) only in respect of all Common Shares held of record by it that are not Beneficially Owned by an Acquiring Person or any other Person whose Rights are or become void pursuant to the provisions of Subsection 3.1(b) as indicated to the Rights Agent by the Corporation in writing. In order for the Corporation to determine whether any Person is holding Common Shares that are Beneficially Owned by another Person, the Corporation may require such first Person to furnish such information and documentation as the Corporation deems necessary. (d) In the event that the Corporation determines to issue Rights Certificates, Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its office in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or any other office of the Rights Agent in cities designated from time to time for that purpose by the Corporation with the approval of the Rights Agent: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and duly executed by the holder or such holder's executors or administrators or other personal representatives or such holder's legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (iii) payment by certified cheque, banker's draft, money order or wire transfer payable to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (e) In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with a completed Election to Exercise executed in accordance with clause 2.2(d)(ii), which does not indicate that such Right is null and void as provided by Subsection 3.1(b), and payment as set forth in clause 2.2(d)(iii), the Rights Agent (unless otherwise instructed by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon as soon as practicable: (i) requisition from the transfer agent certificates representing the number of such Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, pursuant to Section 5.5, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares; (iii) after receipt of the certificates referred to in clause 2.2(e)(i), deliver the same to or upon the order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder in the Election to Exercise; (iv) when appropriate, pursuant to Section 5.5, after receipt, deliver the cash referred to in clause 2.2(e)(ii) to or to the order of the registered holder of such Rights Certificate; and (v) remit to the Corporation all payments received on the exercise of Rights. For greater certainty, unless the Rights Agent shall have been notified in accordance with Subsection 2.3(j) hereof, it shall be entitled to assume that there has been no adjustment to the Exercise Price or the number of Rights. (f) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.5(a)) will be issued by the Rights Agent to such holder or to such holder's designated transferee or transferees. (g) The Corporation covenants and agrees that it will: (i) cause to be reserved and kept available out of its authorized and unissued Common Shares such number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ii) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (iii) take all such action as may be necessary and within its power to comply with the requirements of the ABCA, the Securities Act and the securities laws or comparable legislation of each of the provinces of Canada, the U.S. Securities Act, the U.S. Exchange Act and the securities laws of each of the States of the United States, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; (iv) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the stock exchanges and markets on which such Common Shares were traded immediately prior to the Share Acquisition Date; (v) pay when due and payable, if applicable, any and all Canadian and United States federal, provincial, state and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common Shares to be issued upon exercise of any Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Sections 5.1 and 5.4, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share of the Corporation registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Shares of the Corporation. (d) Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures (as are directed by determined necessary in consultation with the Rights Agent Agent) for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this the Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (e) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section Subsection 3.1(b) hereof and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), ) at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by the Corporation describing the Rights, provided that a Nominee shall be sent the materials provided for in (i) and (ii) of this Subsection 2.2(e) in respect of all Common Shares of the Corporation held of record by it which are not Beneficially Owned by an Acquiring Person. (f) In the event that the Corporation determines to issue Rights Certificates, Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (iii) payment by certified cheque, banker’s draft or money order payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (g) In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with a completed Election to Exercise executed in accordance with Clause 2.2(f)(ii), which does not indicate that such Right is null and void as provided by Subsection 3.1(b), and payment as set forth in Clause 2.2(f)(iii), the Rights Agent (unless otherwise instructed by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: (i) requisition from the transfer agent certificates representing the number of such Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares in accordance with Subsection 5.5(b); (iii) after receipt of the certificates referred to in Clause 2.2(g)(i), deliver the same to or upon the order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder; (iv) when appropriate, after receipt, deliver the cash referred to in Clause 2.2(g)(ii) to or to the order of the registered holder of such Rights Certificate; and (v) remit to the Corporation all payments received on exercise of the Rights. (h) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.5(a)) will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (i) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may be necessary and within its power to comply with the requirements of the CBCA, the Securities Act and the securities laws or comparable legislation of each of the provinces of Canada, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the stock exchanges on which such Common Shares were traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of the authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common Shares to be issued upon exercise of any Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share purchase, for the Exercise Price (with Price, or its U.S. Dollar Equivalent as at the Exercise Price and number Business Day immediately preceding the day of exercise of the Right, one Common Shares being subject to adjustment as set forth below)Share. Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after After the Separation Time and prior to the Expiration Time: , the Rights (i) the Rights shall may be exercisable; and exercised, and (ii) the registration and transfer of Rights shall will be separate from and transferable independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain the Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare (or will arrange to have prepared) and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time, and in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time promptly after such conversion, to the holder so converting (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), ) at such holder’s 's address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate with registration particulars appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, 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 stock exchange or securities quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and (ii) a disclosure statement describing the Rights; (iii) provided that a Nominee shall be sent the materials provided for in (i) and (ii) only in respect of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation may reasonably require for such purpose. (d) Rights may be exercised in whole or in part on any Business Day (or on any other day which, in the city at which an Election to Exercise (as hereinafter defined) is duly submitted to the Rights Agent in accordance with this Agreement, is not a Saturday, Sunday or a day that is treated as a holiday in such city) after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent (at its office in the City of Toronto, Canada or at any other office of the Rights Agent in the cities designated from time to time for that purpose by the Corporation), the Rights Certificate evidencing such Rights together with an Election to Exercise (an "Election to Exercise") substantially in the form attached to the Rights Certificate (or in the case of Rights in Book Entry Form, in a form adapted accordingly as the Rights Agent may reasonably require) duly completed, accompanied by payment by certified cheque, banker's draft or money order, payable to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares (or if Common Shares are then issued and registered in Book Entry Form, registration in Book Entry Form) in a name other than that of the holder of the Rights being exercised. (e) Upon receipt of a Rights Certificate, with a duly completed Election to Exercise (which does not indicate that the holder so exercising is an Acquiring Person) accompanied by payment as set forth in subsection 2.2(d) above, the Rights Agent (unless otherwise instructed by the Corporation) will thereupon promptly: (i) requisition from the transfer agent or any co-transfer agent of the Common Shares certificates (or if Common Shares are then issued and registered in Book Entry Form, registration in Book Entry Form) for the number of Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares and, after receipt, deliver such cash to or to the order of the registered holder of the Rights Certificate; (iii) after receipt of the Common Share certificates or confirmation of Book Entry Form registration, deliver the same to or upon the order of the registered holder of such Rights Certificate (or, if Rights are then issued and registered in Book Entry Form, the Person whose name appears on such registration), registered in such name or names as may be designated by such holder; and (iv) tender to the Corporation all payments received on exercise of the Rights. (f) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns. (g) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares or registration in Book Entry Form of such Common Shares (subject to payment of the Exercise Price), as applicable, be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable; (ii) take all such action as may be necessary and within its power to comply with any applicable requirements of the CBCA, the Securities Act, the securities acts or comparable legislation of each of the other provinces and territories of Canada, the 1933 Securities Act and the 1934 Exchange Act, and the rules and regulations thereunder or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the principal exchanges or traded in the over-the-counter markets on which the Common Shares were traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of its authorized and unissued Common Shares the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; and (v) pay when due and payable any and all Canadian and United States federal, provincial, and state transfer taxes (for greater certainty not including any income taxes or capital gains of the holder or exercising holder or any liability of the Corporation to withhold tax) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares (or registration in Book Entry Form of Common Shares), provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares (or registration in Book Entry Form of Common Shares) in a name other than that of the holder of the Rights being transferred or exercised.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the Exercise Price and number of Common Shares being subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights Certificate, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share of the Corporation registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common SharesShares of the Corporation. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are reasonably directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) hereof and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), ) at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forthforth in clause 2.3, each Right will entitle the holder thereof, from and thereof after the Separation Time and prior to the Expiration Time, to purchase one Common Share purchase, for the Exercise Price (with the Exercise Price and number of one Common Shares being subject to adjustment as set forth below)Share. Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form From registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, of such associated Common Share. (c) From and after After the Separation Time and prior to the Expiration Time: , the Rights (i) the Rights shall may be exercisableexercised; and and (ii) the registration and transfer of Rights shall will be separate from and transferable independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ Time the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects aspects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures procures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights Certificate, Certificate it will prepare (or will arrange to have prepared) and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time promptly after such conversion to the holder so converting (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) this Agreement and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a the “Nominee”)), ) but not Rights held of record by such Nominee that are not Beneficially Owned by the Acquiring Person) at such holder’s address as shown by on the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):), (A) a Rights Certificate with registration particulars appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, 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 stock exchange or securities quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and (B) a disclosure statement prepared by the Corporation describing the Rights. In order for the Corporation to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, the Corporation may require such first mentioned person to furnish such information and documentation as the Corporation deems necessary or appropriate in order to make such determination. (d) Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent (at its office in the City of Toronto, Canada or at any other office of the Rights Agent in the cities designated from time to time for that purpose by the Corporation), the Rights Certificate evidencing such Rights together with an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate duly completed and executed by the holder or his or her executors or administrators or other legal personal representative or his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Corporation and the Rights Agent, accompanied by payment by certified cheque, banker’s draft or money order payable to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (e) Upon receipt of a Rights Certificate, with a duly completed Election to Exercise (that does not indicate that the holder so exercising is an Acquiring Person) accompanied by payment as set forth in subsection 2.2(d) above, the Rights Agent (unless otherwise instructed in writing by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: (i) requisition from the transfer agent or any co-transfer agent of the Common Shares certificates for the number of Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares and, after receipt, deliver such cash to or to the order of the registered holder of the Rights Certificate; (iii) after receipt of the Common Share certificates, deliver the same to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such registered holder and together with any payment required by clause 2.2(e)(ii); and (iv) tender to the Corporation all payments received on exercise of the Rights. (f) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (g) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or of registration in Book Entry Form of such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable; (ii) take all such action as may be necessary and within its power to comply with any applicable requirements of the OBCA, the Securities Act, the securities acts or comparable legislation of each of the other provinces of Canada, and the rules and regulations thereunder or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the principal securities exchanges or traded in the over-the-counter markets on which the Common Shares were traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of its authorized and unissued Common Shares the number of Common Shares that, as provided in this Agreement. will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable any and all federal, provincial, state and municipal transfer taxes and charges (for greater certainty not including any income taxes or capital gains of the holder or exercising holder or any liability of the Corporation to withhold tax) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forthforth in clause 2.3, each Right will entitle the holder thereof, from and thereof after the Separation Time and prior to the Expiration Time, to purchase one Common Share purchase, for the Exercise Price (with the Exercise Price and number of one Common Shares being subject to adjustment as set forth below)Share. Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form From registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: , the Rights (i) the Rights shall may be exercisableexercised; and and (ii) the registration and transfer of Rights shall will be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ Time the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “"Book Entry Rights Exercise Procedures”"), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects aspects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures procures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights Certificate, Certificate it will prepare (or will arrange to have prepared) and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time promptly after such conversion to the holder so converting (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) this Agreement and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “the "Nominee”)), ") but not Rights held of record by such Nominee that are not Beneficially Owned by the Acquiring Person) at such holder’s 's address as shown by on the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):), (A) a Rights Certificate with registration particulars appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, 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 stock exchange or securities quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and (B) a disclosure statement prepared by the Corporation describing the Rights, provided that a Nominee shall be sent the materials provided for in (A) and (B) in respect of all Common Shares held of record by it which are not Beneficially owned by an Acquiring Person. In order for the Corporation to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, the Corporation may require such first mentioned person to furnish such information and documentation as the Corporation deems necessary or appropriate in order to make such determination. (d) Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent (at its office in the City of Vancouver, Canada or at any other office of the Rights Agent in the cities designated from time to time for that purpose by the Corporation), the Rights Certificate evidencing such Rights together with an election to exercise such Rights (an "Election to Exercise") substantially in the form attached to the Rights Certificate duly completed and executed by the holder or his or her executors or administrators or other legal personal representative or his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Corporation and the Rights Agent, accompanied by payment by certified cheque, banker's draft or money order payable to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (e) Upon receipt of a Rights Certificate, with a duly completed Election to Exercise (that does not indicate that the holder so exercising is an Acquiring Person) accompanied by payment as set forth in subsection 2.2(d) above, the Rights Agent (unless otherwise instructed in writing by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: (i) requisition from the transfer agent or any co-transfer agent of the Common Shares certificates for the number of Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares and, after receipt, deliver such cash to or to the order of the registered holder of the Rights Certificate; (iii) after receipt of the Common Share certificates, deliver the same to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such registered holder and together with any payment required by clause 2.2(e)(ii); and (iv) tender to the Corporation all payments received on exercise of the Rights. (f) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns. (g) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or of registration in Book Entry Form of such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable; (ii) take all such action as may be necessary and within its power to comply with any applicable requirements of the BCBCA, the Securities Acts, as applicable, the securities acts or comparable legislation of each of the other provinces of Canada, and the rules and regulations thereunder or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the principal securities exchanges or traded in the over-thecounter markets on which the Common Shares were traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of its authorized and unissued Common Shares the number of Common Shares that, as provided in this Agreement. will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable any and all federal, provincial, state and municipal transfer taxes and charges (for greater certainty not including any income taxes or capital gains of the holder or exercising holder or any liability of the Corporation to withhold tax) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share of the Corporation registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common SharesShares of the Corporation. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are reasonably directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section Subsection 3.1(b) hereof and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), ) at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. ‌ (a) Subject to adjustment as herein set forth, including without limitation as set forth in Article 3, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the which Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be null and void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) for administrative purposes, each Right will be evidenced by the certificate for the associated Common Voting Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Voting Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Voting Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) , the Rights shall may be exercisable; and (ii) exercised, and the registration and transfer of the Rights shall be separate from and independent of Common Voting Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. form.‌ (d) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it then promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Common Voting Shares as of the Separation Time and, in respect of each Convertible Security converted into Voting Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than a Person indicated by the Corporation in writing to be an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights rights as indicated by the Corporation in writing (a “Nominee”)), ) at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate in substantially the form of Schedule “A” appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or judicial or administrative order, or with any article or regulation of any self- regulatory organization, stock exchange or securities quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and‌ (ii) a disclosure statement prepared by the Corporation describing the Rights, provided that a Nominee shall be sent the materials provided for in subsections 2.2(d)(i) and 2.2(d)(ii) only in respect of all Voting Shares held of record by it which are not Beneficially Owned by an Acquiring Person as indicated to the Rights Agent by the Corporation in writing, and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation deems necessary or appropriate for such purpose.‌ (e) In the event that the Corporation determines to issue Rights Certificates, Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent, at its principal office in Vancouver, British Columbia or Toronto, Ontario:‌ (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise (an “Election to Exercise”), substantially in the form attached to the Rights Certificate duly completed, and executed in a manner acceptable to the Rights Agent; and‌ (iii) payment by certified cheque, banker’s draft, money order or wire transfer payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (f) In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with an appropriately completed and duly executed Election to Exercise (which does not indicate that such Right is null and void as provided by subsection 3.1(b)) and payment as set forth in subsection 2.2(e), the Rights Agent (unless otherwise instructed in writing by the Corporation) will thereupon promptly: (i) requisition from the transfer agent of the Common Shares certificates representing the number of Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) after receipt of such Common Share certificates, deliver such certificates to, or to the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder in the Election to Exercise, (iii) when appropriate, under Section 5.5, requisition from the Corporation the amount of cash, if any, to be paid in lieu of issuing fractional Common Shares;‌ (iv) When appropriate, under Section 5.5, after receipt of the cash referred to in subsection 2.2(f)(iii), deliver such cash to, or to the order of, the registered holder of the Rights Certificate; and (v) tender to the Corporation all payments received on exercise of the Rights. (g) If the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (h) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may reasonably be considered to be necessary and within its power to comply with any applicable requirements of the BCBCA, the Securities Act (British Columbia), the U.S. Exchange Act, the U.S. Securities Act and comparable legislation of each of the other provinces and territories of Canada and states of the United States of America, or the rules and regulations thereunder or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights, the Rights Certificates and the issuance of any Common Shares upon exercise of the Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of the Rights to be listed on each Exchange; (iv) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial, state and municipal taxes (not in the nature of income, capital gains or withholding taxes) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares issued upon the exercise of Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer of Rights or the issuance or delivery of certificates for Common Shares issued upon the exercise of Rights, in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1 or Section 5.4, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share of the Corporation registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time:: Table of Contents (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Shares of the Corporation. (d) Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures (as are directed by determined necessary in consultation with the Rights Agent Agent) for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this the Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (e) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person person whose Rights are or become void pursuant to the provisions of Section 3.1(b) Subsection 3.1(b)hereof and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), ) at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by the Corporation describing the Rights, provided that a Nominee shall be sent the materials provided for in (i) and (ii) of this Subsection 2.2(e)in respect of all Common Shares of the Corporation held of record by it which are not Beneficially Owned by an Acquiring Person. (f) In the event that the Corporation determines to issue Rights Certificates, Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent: Table of Contents (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (iii) payment by certified cheque, banker’s draft or money order payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (g) In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with a completed Election to Exercise executed in accordance with Clause 2.2(f)(ii), which does not indicate that such Right is null and void as provided by Subsection 3.1(b), and payment as set forth in Clause 2.2(f)(iii), the Rights Agent (unless otherwise instructed by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: (i) requisition from the transfer agent certificates representing the number of such Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares in accordance with Subsection 5.5(b); (iii) after receipt of the certificates referred to in Clause 2.2(g)(i), deliver the same to or upon the order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder; (iv) when appropriate, after receipt, deliver the cash referred to in Clause 2.2(g)(ii) to or to the order of the registered holder of such Rights Certificate; and (v) remit to the Corporation all payments received on exercise of the Rights. (h) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.5(a)) will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (i) The Corporation covenants and agrees that it will: Table of Contents (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may be necessary and within its power to comply with the requirements of the CBCA, the Securities Act and the securities laws or comparable legislation of each of the provinces of Canada, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the stock exchanges on which such Common Shares were traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of the authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common Shares to be issued upon exercise of any Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, including without limitation as set forth in Article 3, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the which Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be null and void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) for administrative purposes, each Right will be evidenced by the certificate for the associated Common Voting Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Voting Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Voting Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) , the Rights shall may be exercisable; and (ii) exercised, and the registration and transfer of the Rights shall be separate from and independent of Common Voting Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (d) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it then promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Common Voting Shares as of the Separation Time and, in respect of each Convertible Security converted into Voting Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than a Person indicated by the Corporation in writing to be an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights rights as indicated by the Corporation in writing (a “Nominee”)), ) at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate in substantially the form of Schedule “A” appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or judicial or administrative order, or with any article or regulation of any self- regulatory organization, stock exchange or securities quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by the Corporation describing the Rights, provided that a Nominee shall be sent the materials provided for in subsections 2.2(d)(i) and 2.2(d)(ii) only in respect of all Voting Shares held of record by it which are not Beneficially Owned by an Acquiring Person as indicated to the Rights Agent by the Corporation in writing, and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation deems necessary or appropriate for such purpose. (e) In the event that the Corporation determines to issue Rights Certificates, Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent, at its principal office in Calgary, Alberta or ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise (an “Election to Exercise”), substantially in the form attached to the Rights Certificate duly completed, and executed in a manner acceptable to the Rights Agent; and (iii) payment by certified cheque, banker’s draft, money order or wire transfer payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (f) In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with an appropriately completed and duly executed Election to Exercise (which does not indicate that such Right is null and void as provided by subsection 3.1(b)) and payment as set forth in subsection 2.2(e), the Rights Agent (unless otherwise instructed in writing by the Corporation) will thereupon promptly: (i) requisition from the transfer agent of the Common Shares certificates representing the number of Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) after receipt of such Common Share certificates, deliver such certificates to, or to the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder in the Election to Exercise, (iii) when appropriate, under Section 5.5, requisition from the Corporation the amount of cash, if any, to be paid in lieu of issuing fractional Common Shares; (iv) when appropriate, under Section 5.5, after receipt of the cash referred to in subsection 2.2(f)(iii), deliver such cash to, or to the order of, the registered holder of the Rights Certificate; and (v) tender to the Corporation all payments received on exercise of the Rights. (g) If the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (h) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may reasonably be considered to be necessary and within its power to comply with any applicable requirements of the ABCA, the Securities Act (Alberta), the U.S. Exchange Act, the U.S. Securities Act and comparable legislation of each of the other provinces and territories of Canada and states of the United States of America, or the rules and regulations thereunder or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights, the Rights Certificates and the issuance of any Common Shares upon exercise of the Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of the Rights to be listed on each Exchange; (iv) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial, state and municipal taxes (not in the nature of income, capital gains or withholding taxes) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares issued upon the exercise of Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer of Rights or the issuance or delivery of certificates for Common Shares issued upon the exercise of Rights, in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1 or Section 5.4, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. ‌ (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price as at the Business Day immediately preceding the day of exercise of the Right (with the which Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void.void.‌ (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time:Time:‌‌ (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain the Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “"Book Entry Rights Exercise Procedures”"), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it the Corporation will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than in either case an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “"Nominee”")), at such holder’s 's address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): A. a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Time or at the time of conversion, as applicable, and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and B. a disclosure statement describing the Rights, provided that a Nominee shall be sent the materials provided for in (A) and (B) only in respect of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person. In order for the Corporation to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, the Corporation may require such first Person to furnish such information and documentation as the Corporation deems necessary.‌ (d) Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its office in Montréal, Québec or any other office of the Rights Agent in cities designated from time to time for that purpose by the Corporation with the approval of the Rights Agent: (i) the Rights Certificate evidencing such Rights;‌‌ (ii) an election to exercise such Rights (an "Election to Exercise") substantially in the form attached to the Rights Certificate appropriately completed and duly executed by the holder or such holder's executors or administrators or other personal representatives or such holder's or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and‌ (iii) payment by certified cheque, banker's draft, money order or wire transfer payable to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (e) Upon receipt of a Rights Certificate, together with a completed Election to Exercise executed in accordance with Clause 2.2(d)(ii), which does not indicate that such Right is null and void as provided by Subsection 3.1(b), and payment as set forth in Clause 2.2(d)(iii), the Rights Agent (unless otherwise instructed by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon as soon as practicable:‌‌ (i) requisition from the transfer agent certificates (or if Common Shares are then issued and registered in Book Entry Form, registration in Book Entry Form) representing the number of such Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions);‌ (ii) when appropriate, and subject to Subsection 5.5(b) requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares; (iii) after receipt of the certificates or confirmation of Book Entry Form registration referred to in Clause 2.2(e)(i), deliver such certificates of confirmation of such Book Entry Form registration to or upon the order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder; (iv) when appropriate, after receipt, deliver the cash referred to in Clause 2.2(e)(ii) to or to the order of the registered holder of such Rights Certificate; and (v) remit to the Corporation all payments received on the exercise of Rights. (f) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.1(a)) will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns. (g) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares or registration in Book Entry Form of such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable;‌ (ii) take all such action as may be necessary and within its power to comply with the requirements of the Business Corporations Act, the Securities Act and the securities laws or comparable legislation of each of the provinces of Canada, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the stock exchanges and markets on which such Common Shares were traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of its authorized and unissued Common Shares the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common Shares or registration in Book Entry Form of Common Shares to be issued upon exercise of any Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares or registration in Book Entry Form of Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Sections 5.1 and 5.4, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share of the Corporation registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common ShareShare of the Corporation. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common SharesShares of the Corporation. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures (as are directed by determined necessary in consultation with the Rights Agent Agent) for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this the Agreement with respect to the exercise of Rights and all provisions provision of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section Subsection 3.1(b) hereof and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), ) at such holder▇▇▇▇▇▇’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share of the Corporation registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Shares of the Corporation. (d) Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures (as are directed by determined necessary in consultation with the Rights Agent Agent) for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this the Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (e) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person person whose Rights are or become void pursuant to the provisions of Section 3.1(b) Subsection 3.1(b)hereof and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), ) at such holder’s 's address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by the Corporation describing the Rights, provided that a Nominee shall be sent the materials provided for in (i) and (ii) of this Subsection 2.2(e)in respect of all Common Shares of the Corporation held of record by it which are not Beneficially Owned by an Acquiring Person. (f) In the event that the Corporation determines to issue Rights Certificates, Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (iii) payment by certified cheque, banker's draft or money order payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (g) In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with a completed Election to Exercise executed in accordance with Clause 2.2(f)(ii), which does not indicate that such Right is null and void as provided by Subsection 3.1(b), and payment as set forth in Clause 2.2(f)(iii), the Rights Agent (unless otherwise instructed by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: (i) requisition from the transfer agent certificates representing the number of such Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares in accordance with Subsection 5.5(b); (iii) after receipt of the certificates referred to in Clause 2.2(g)(i), deliver the same to or upon the order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder; (iv) when appropriate, after receipt, deliver the cash referred to in Clause 2.2(g)(ii) to or to the order of the registered holder of such Rights Certificate; and (v) remit to the Corporation all payments received on exercise of the Rights. (h) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.5(a)) will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns. (i) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non- assessable; (ii) take all such action as may be necessary and within its power to comply with the requirements of the CBCA, the Securities Act and the securities laws or comparable legislation of each of the provinces of Canada, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the stock exchanges on which such Common Shares were traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of the authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common Shares to be issued upon exercise of any Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a1) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share purchase, for the Exercise Price Price, one New Unit (with the which Exercise Price and number of Common Shares being New Units are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the REIT or any of its Subsidiaries shall be void. (b2) Until the Separation Time, , (i) the Rights shall not be exercisable and no Right may be exercised; and , and (ii) for administrative purposes, each Right will be evidenced by the any certificate issued for the associated Common Share Unit registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Unit and will be transferable only together with, and will be transferred by a transfer of, of such associated Common ShareUnit. (c3) From and after the Separation Time and prior to the Expiration Time: (i) , the Rights shall may be exercisable; and (ii) exercised and the registration and transfer of the Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry FormUnits. In the event that ▇▇▇▇ ▇▇▇▇▇▇ determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ REIT determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares Units as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the REIT or of the registrar and transfer agent of the Units (▇▇▇▇ ▇▇▇▇▇▇ the REIT hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (a) a Rights Certificate, in substantially the form set out in Exhibit “A” hereto, appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the REIT may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation or judicial or administrative order made pursuant thereto or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to standard usage, and (b) a disclosure statement describing the Rights, provided that a Nominee shall be sent the materials provided for in Section 2.02(3)(a) and (b) in respect of all Units held of record by it which are not Beneficially Owned by an Acquiring Person. (4) Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its office in the City of Toronto, Ontario or at any other office of the Rights Agent in the cities designated (with the approval of the Rights Agent) from time to time for that purpose by the REIT: (a) the Rights Certificate evidencing such Rights; (b) an instrument satisfactory to the REIT and to the Rights Agent evidencing the holder’s election to exercise the Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and duly executed by the holder or his executors or administrators or other personal representatives or his legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (c) payment by certified cheque, banker’s draft or money order payable to the order of the REIT, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the registration, in Book Entry Form, of the New Units in a name other than that of the holder of the Rights being exercised. (5) Upon receipt of a Rights Certificate and a duly completed Election to Exercise which does not indicate that such Right is null and void as provided by Subsection 3.01(2), accompanied by all instruments and payments set forth in Subsection 2.02(4), the Rights Agent (unless otherwise instructed in writing by the REIT) will thereupon promptly: (a) requisition from the transfer agent certificates for the number of New Units to be purchased (the REIT hereby irrevocably agreeing to authorize its transfer agent to comply with all such requisitions), (b) after receipt of such certificates, deliver such certificates to or upon the order of the registered holder of such Rights, registered in such name or names as may be designated by such holder, (c) when appropriate, requisition from the REIT a cheque representing the amount of cash to be paid in lieu of issuing fractional New Units, (d) when appropriate, after receipt, deliver such cheque referred to in Section 2.02(5)(c) to or to the order of the registered holder of the Rights, and (e) tender to the REIT all payments received on exercise of the Rights. (6) In case the holder of any Rights shall exercise less than all of such holder’s Rights, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (7) The REIT covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all New Units issued upon exercise of Rights shall, at the time of delivery of the certificates of such Units (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable, (b) take all such action as may be necessary and within its power to comply with any applicable requirements of the Securities Act (Ontario), the Securities Act (Québec) and the securities statute or comparable legislation of each of the other provinces and territories of Canada, and other applicable securities laws and the rules and regulations thereunder, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any New Units upon exercise of Rights, (c) use reasonable efforts to cause all New Units issued upon exercise of Rights to be listed upon issuance on the Toronto Stock Exchange and each other securities exchange on which the Units are then listed or admitted to trading at that time, (d) pay when due and payable any and all Canadian and United States federal, provincial and state transfer taxes (not in the nature of income or withholding taxes) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for New Units, provided that the REIT shall not be required to pay any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for New Units in a name other than that of the holder of the Rights being transferred or exercised, and (e) after the Separation Time, except as permitted by Section 5.01, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the Exercise Price and number of Common Shares being subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights Certificate, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, including without limitation as set forth in Article 3, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the which Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be null and void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) for administrative purposes, each Right will be evidenced by the certificate for the associated Common Voting Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Voting Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Voting Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) , the Rights shall may be exercisable; and (ii) exercised, and the registration and transfer of the Rights shall be separate from and independent of Common Voting Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (d) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it then promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Common Voting Shares as of the Separation Time and, in respect of each Convertible Security converted into Voting Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than a Person indicated by the Corporation in writing to be an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights rights as indicated by the Corporation in writing (a “Nominee”)), ) at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate in substantially the form of Schedule “A” appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or judicial or administrative order, or with any article or regulation of any self-regulatory organization, stock exchange or securities quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by the Corporation describing the Rights, provided that a Nominee shall be sent the materials provided for in subsections 2.2(d)(i) and 2.2(d)(ii) only in respect of all Voting Shares held of record by it which are not Beneficially Owned by an Acquiring Person as indicated to the Rights Agent by the Corporation in writing, and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation deems necessary or appropriate for such purpose. (e) In the event that the Corporation determines to issue Rights Certificates, Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent, at its principal office in Vancouver, British Columbia or T▇▇▇▇▇▇, ▇▇▇▇▇▇▇: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise (an “Election to Exercise”), substantially in the form attached to the Rights Certificate duly completed, and executed in a manner acceptable to the Rights Agent; and (iii) payment by certified cheque, banker’s draft, money order or wire transfer payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (f) In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with an appropriately completed and duly executed Election to Exercise (which does not indicate that such Right is null and void as provided by subsection 3.1(b)) and payment as set forth in subsection 2.2(e), the Rights Agent (unless otherwise instructed in writing by the Corporation) will thereupon promptly: (i) requisition from the transfer agent of the Common Shares certificates representing the number of Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) after receipt of such Common Share certificates, deliver such certificates to, or to the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder in the Election to Exercise, (iii) when appropriate, under Section 5.5, requisition from the Corporation the amount of cash, if any, to be paid in lieu of issuing fractional Common Shares; (iv) When appropriate, under Section 5.5, after receipt of the cash referred to in subsection 2.2(f)(iii), deliver such cash to, or to the order of, the registered holder of the Rights Certificate; and (v) tender to the Corporation all payments received on exercise of the Rights. (g) If the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (h) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may reasonably be considered to be necessary and within its power to comply with any applicable requirements of the BCBCA, the Securities Act (British Columbia), the U.S. Exchange Act, the U.S. Securities Act and comparable legislation of each of the other provinces and territories of Canada and states of the United States of America, or the rules and regulations thereunder or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights, the Rights Certificates and the issuance of any Common Shares upon exercise of the Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of the Rights to be listed on each Exchange; (iv) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial, state and municipal taxes (not in the nature of income, capital gains or withholding taxes) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares issued upon the exercise of Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer of Rights or the issuance or delivery of certificates for Common Shares issued upon the exercise of Rights, in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1 or Section 5.4, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, each Right will entitle the holder thereof to purchase one Common Share for the Exercise Price (with or its U.S. Dollar Equivalent) as at the Close of Business on the day immediately preceding the date of the exercise of the Right (which Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent be a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Shares, and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of the Rights shall be separate from and independent of the Common Shares. . (d) Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, promptly following the Separation Time, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any Person and other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) andthan, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ and the Corporation hereby agreeing agrees to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate representing the number of Rights held by such holder at the Separation Time in substantially the form of Exhibit A hereto, appropriately completed and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement describing the Rights; provided that a Nominee shall be sent the materials provided for in clauses 3.1(d)(i) and 3.1(d)(ii) only in respect of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person. In order for the Corporation to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, the Corporation may require such first mentioned Person to furnish such documentation and information as the Corporation deems necessary. (e) Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise such Rights (an “Election to Exercise”), substantially in the form attached to the Rights Certificate, or as determined appropriate for Book Entry Form, duly completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (iii) payment by certified cheque, banker’s draft or money order payable to the order of the Rights Agent, of a sum equal to the applicable Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for the relevant Common Shares in a name other than that of the holder of the Rights being exercised. The Rights Agent may retain any cash balance held in connection with this Agreement and may, but need not, hold same in its deposit department or the deposit department of one of its Affiliates; but the Rights Agent and its Affiliates shall not be liable to account for any profit to the Corporation or any other person or entity other than at a rate, if any, established from time to time by the Rights Agent or one of its Affiliates. (f) In the event that the Corporation determines to issue Rights Certificates, then upon receipt of the Rights Certificate which is accompanied by a completed Election to Exercise (provided that such Right is not null and void pursuant to subsection 4.1(b)) and payment as set forth in clause 3.1(e)(iii), the Rights Agent (unless otherwise instructed in writing by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: (i) either (a) requisition from the transfer agent for the Common Shares certificates representing the number of such Common Shares to be purchased; or (b) direct the transfer agent for the Common Shares to register, in the name of the holders of the Rights being exercised or in such other name as may be designated by such holder, in Book Entry Form, the number of such Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agents to comply with all such requisitions and directions); (ii) when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares; (iii) after receipt of either (a) such Common Share certificate referred to in clause 3.1(f)(i), or (b) confirmation from the transfer agent that the registration in Book Entry Form referred to in clause 3.1(f)(i) has been completed, deliver the same to or to the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder;

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, including without limitation as set forth in Article 3, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the which Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be null and void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) for administrative purposes, each Right will be evidenced by the certificate for the associated Common Voting Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Voting Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Voting Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) , the Rights shall may be exercisable; and (ii) exercised, and the registration and transfer of the Rights shall be separate from and independent of Common Voting Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (d) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it then promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Common Voting Shares as of the Separation Time and, in respect of each Convertible Security converted into Voting Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than a Person indicated by the Corporation in writing to be an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights rights as indicated by the Corporation in writing (a “Nominee”)), ) at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate in substantially the form of Schedule “A” appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or judicial or administrative order, or with any article or regulation of any self-regulatory organization, stock exchange or securities quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by the Corporation describing the Rights, provided that a Nominee shall be sent the materials provided for in subsections 2.2(d)(i) and 2.2(d)(ii) only in respect of all Voting Shares held of record by it which are not Beneficially Owned by an Acquiring Person as indicated to the Rights Agent by the Corporation in writing, and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation deems necessary or appropriate for such purpose. (e) In the event that the Corporation determines to issue Rights Certificates, Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent, at its principal office in Vancouver, British Columbia or ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise (an “Election to Exercise”), substantially in the form attached to the Rights Certificate duly completed, and executed in a manner acceptable to the Rights Agent; and (iii) payment by certified cheque, banker’s draft, money order or wire transfer payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (f) In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with an appropriately completed and duly executed Election to Exercise (which does not indicate that such Right is null and void as provided by subsection 3.1(b)) and payment as set forth in subsection 2.2(e), the Rights Agent (unless otherwise instructed in writing by the Corporation) will thereupon promptly: (i) requisition from the transfer agent of the Common Shares certificates representing the number of Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) after receipt of such Common Share certificates, deliver such certificates to, or to the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder in the Election to Exercise, (iii) when appropriate, under Section 5.5, requisition from the Corporation the amount of cash, if any, to be paid in lieu of issuing fractional Common Shares; (iv) when appropriate, under Section 5.5, after receipt of the cash referred to in subsection 2.2(f)(iii), deliver such cash to, or to the order of, the registered holder of the Rights Certificate; and (v) tender to the Corporation all payments received on exercise of the Rights. (g) If the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (h) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may reasonably be considered to be necessary and within its power to comply with any applicable requirements of the BCBCA, the Securities Act (British Columbia), the U.S. Exchange Act, the U.S. Securities Act and comparable legislation of each of the other provinces and territories of Canada and states of the United States of America, or the rules and regulations thereunder or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights, the Rights Certificates and the issuance of any Common Shares upon exercise of the Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of the Rights to be listed on each Exchange; (iv) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial, state and municipal taxes (not in the nature of income, capital gains or withholding taxes) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares issued upon the exercise of Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer of Rights or the issuance or delivery of certificates for Common Shares issued upon the exercise of Rights, in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1 or Section 5.4, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the Exercise Price and number of Common Shares being subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ HealthSpace or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ HealthSpace will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ HealthSpace determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ HealthSpace to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ HealthSpace determines to issue a Rights Certificate, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ HealthSpace (▇▇▇▇ ▇▇▇▇▇▇ HealthSpace hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forthforth in clause 2.3, each Right will entitle the holder thereof, from and thereof after the Separation Time and prior to the Expiration Time, to purchase one Common Share purchase, for the Exercise Price (with the Exercise Price and number of one Common Shares being subject to adjustment as set forth below)Share. Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form From registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: , the Rights (i) the Rights shall may be exercisableexercised; and and (ii) the registration and transfer of Rights shall will be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ Time the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects aspects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures procures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights Certificate, Certificate it will prepare (or will arrange to have prepared) and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time promptly after such conversion to the holder so converting (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) this Agreement and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a the “Nominee”)), ) but not Rights held of record by such Nominee that are not Beneficially Owned by the Acquiring Person) at such holder’s address as shown by on the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):), (A) a Rights Certificate with registration particulars appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, 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 stock exchange or securities quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and (B) a disclosure statement prepared by the Corporation describing the Rights, provided that a Nominee shall be sent the materials provided for in (A) and (B) in respect of all Common Shares held of record by it which are not Beneficially owned by an Acquiring Person. In order for the Corporation to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, the Corporation may require such first mentioned person to furnish such information and documentation as the Corporation deems necessary or appropriate in order to make such determination. (d) Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent (at its office in the City of Vancouver, Canada or at any other office of the Rights Agent in the cities designated from time to time for that purpose by the Corporation), the Rights Certificate evidencing such Rights together with an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate duly completed and executed by the holder or his or her executors or administrators or other legal personal representative or his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Corporation and the Rights Agent, accompanied by payment by certified cheque, banker’s draft or money order payable to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (e) Upon receipt of a Rights Certificate, with a duly completed Election to Exercise (that does not indicate that the holder so exercising is an Acquiring Person) accompanied by payment as set forth in subsection 2.2(d) above, the Rights Agent (unless otherwise instructed in writing by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: (i) requisition from the transfer agent or any co-transfer agent of the Common Shares certificates for the number of Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares and, after receipt, deliver such cash to or to the order of the registered holder of the Rights Certificate; (iii) after receipt of the Common Share certificates, deliver the same to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such registered holder and together with any payment required by clause 2.2(e)(ii); and (iv) tender to the Corporation all payments received on exercise of the Rights. (f) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (g) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or of registration in Book Entry Form of such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non- assessable; (ii) take all such action as may be necessary and within its power to comply with any applicable requirements of the BCBCA, the Securities Acts, as applicable, the securities acts or comparable legislation of each of the other provinces of Canada, and the rules and regulations thereunder or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the principal securities exchanges or traded in the over- thecounter markets on which the Common Shares were traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of its authorized and unissued Common Shares the number of Common Shares that, as provided in this Agreement. will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable any and all federal, provincial, state and municipal transfer taxes and charges (for greater certainty not including any income taxes or capital gains of the holder or exercising holder or any liability of the Corporation to withhold tax) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration TimeDate, to purchase one Common Share for the Exercise Price (with the Exercise Price and number of Common Shares being purchase, subject to adjustment from time to time as set forth below). Notwithstanding any other provision provided herein, one one-thousandth (1/1000) of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ or any of its Subsidiaries shall be voida Preferred Share at the Exercise Price. (b) Until the Separation Time,Date: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. Notwithstanding any other provision of this Agreement, any Rights held by the Company or any of its Subsidiaries shall be void. (c) From and after After the Separation Time Date and prior to the Expiration Time: Date, the Rights, unless earlier redeemed in accordance with the provisions of Article 5 hereof, (i) the Rights shall may be exercisable; and exercised and (ii) the registration and transfer of Rights shall will be separate from and transferable independent of Common Shares. Promptly following the Separation TimeDate, ▇▇▇▇ ▇▇▇▇▇▇ will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ determines to issue a Rights Certificate, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”))Date, at such holder’s 's address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Transfer Agent and Registrar of the Company's Common Stock (▇▇▇▇ ▇▇▇▇▇▇ the Company hereby agreeing to cause such Transfer Agent and Registrar, if different from the Rights Agent, to furnish copies of such records to the Rights Agent for this purpose):) (x) a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Date and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, 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 stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and (y) a disclosure statement describing the Rights. (d) Rights may be exercised on any Business Day after the Separation Date and prior to the Expiration Date by submitting to the Rights Agent the Rights Certificate evidencing such Rights with an Election to Exercise (an "Election to Exercise") substantially in the form attached to the Rights Certificate duly completed, accompanied by payment in cash or by certified check or money order payable to the order of the Company, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for whole or fractional Preferred Shares in a name other than that of the holder of the Rights being exercised. (e) Upon receipt of a Rights Certificate, with an Election to Exercise accompanied by payment as set forth in Section 2.2(d) above, the Rights Agent will thereupon promptly: (i) requisition from any transfer agent of the capital stock of the Company certificates for the number of whole or fractional Preferred Shares to be purchased (the Company hereby irrevocably authorizing and directing such transfer agent to comply with all such requisitions); (ii) as provided in Section 6.5(b) hereof, at the election of the Company, cause depository receipts to be issued in lieu of fractional shares; (iii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 6.5(b) hereof; (iv) when appropriate, requisition from the Company the amount of cash or other consideration to be paid in lieu of capital stock as determined pursuant to the terms hereof; and (v) after receipt of such certificates, depository receipts and/or cash or other consideration, deliver the same to or upon the order of the registered holder of such Rights Certificate, registered (in the case of certificates or depository receipts) in such name or names as may be designated by such holder. (f) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns. (g) The Company covenants and agrees that it will: (i) cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock and shares of Common Stock, respectively, or out of authorized and issued Preferred Shares and shares of Common Stock, respectively, held in its treasury, such number of Preferred Shares and shares of Common Stock, respectively, as will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ii) not effect any amendment to the Designation of Rights, Privileges, and Preferences for the Preferred Shares or any amendment to the articles of incorporation of the Company, which would materially and adversely affect the rights, privileges or powers of the Preferred Shares (regardless of whether there are then any holders of Preferred Shares), without the prior approval of the holders of two-thirds or more of the then outstanding Preferred Shares and the prior written consent of the holders of two-thirds or more of the then outstanding Rights that are not Beneficially Owned by any Acquiring Person. (For purposes of the taking of any action by the holders of Rights, the Board of Directors of the Company may establish a record date and may call and hold a meeting of such holders or seek their consent to action by the requisite number thereof in writing substantially in accordance with the procedure applicable to action to be taken by the holders of Preferred Shares and in accordance with applicable law); (iii) take all such action as may be necessary and within its power to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered, and fully paid and nonassessable; (iv) take all such action as may be necessary and within its power to comply with any applicable requirements of the Securities Act or the Exchange Act or the rules and regulations thereunder and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Preferred Shares upon exercise of Rights; (v) use its best efforts to cause all Preferred Shares issued upon exercise of Rights to be listed on a national securities exchange upon issuance; and (vi) pay when due and payable any and all federal and state transfer taxes (but not any income taxes of the holder or exercising holder or any liability of the Company to withhold tax) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates; provided that, the Company shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares in a name other than that of the holder of the Rights being transferred or exercised.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a1) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share purchase, for the Exercise Price Price, one New Unit (with the which Exercise Price and number of Common Shares being New Units are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the REIT or any of its Subsidiaries shall be void. (b2) Until the Separation Time, , (i) the Rights shall not be exercisable and no Right may be exercised; and , and (ii) for administrative purposes, each Right will be evidenced by the any certificate issued for the associated Common Share Unit registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Unit and will be transferable only together with, and will be transferred by a transfer of, of such associated Common ShareUnit. (c3) From and after the Separation Time and prior to the Expiration Time: (i) , the Rights shall may be exercisable; and (ii) exercised and the registration and transfer of the Rights shall be separate from and independent of Common SharesUnits. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the REIT will determine whether it wishes to issue Rights Certificates or (subject to the capability of the Rights Agent to accommodate Book Entry Form) whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the REIT determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are reasonably directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the REIT to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the REIT determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares Units as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the REIT or of the registrar and transfer agent of the Units (▇▇▇▇ ▇▇▇▇▇▇ the REIT hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (a) a Rights Certificate, in substantially the form set out in Exhibit “A” hereto, appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the REIT may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation or judicial or administrative order made pursuant thereto or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to standard usage, and (b) a disclosure statement describing the Rights, provided that a Nominee shall be sent the materials provided for in Section 2.02(3)(a) and (b) in respect of all Units held of record by it which are not Beneficially Owned by an Acquiring Person. (4) In the event that the REIT determines to issue Rights Certificates, Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its office in the City of Toronto, Ontario or at any other office of the Rights Agent in the cities designated (with the approval of the Rights Agent) from time to time for that purpose by the REIT: (a) the Rights Certificate evidencing such Rights; (b) an instrument satisfactory to the REIT and to the Rights Agent evidencing the holder’s election to exercise the Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and duly executed by the holder or his executors or administrators or other personal representatives or his legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (c) payment by certified cheque, banker’s draft or money order payable to the order of the REIT, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the registration, in Book Entry Form, of the New Units in a name other than that of the holder of the Rights being exercised. (5) In the event that the REIT determines to issue Rights Certificates, then upon receipt of a Rights Certificate and a duly completed Election to Exercise which does not indicate that such Right is null and void as provided by Subsection 3.01(2), accompanied by all instruments and payments set forth in Subsection 2.02(4), the Rights Agent (unless otherwise instructed in writing by the REIT) will thereupon as soon as practicable: (a) requisition from the transfer agent certificates for the number of New Units to be purchased (the REIT hereby irrevocably agreeing to authorize its transfer agent to comply with all such requisitions), (b) after receipt of such certificates, deliver such certificates to or upon the order of the registered holder of such Rights, registered in such name or names as may be designated by such holder, (c) when appropriate, requisition from the REIT a cheque representing the amount of cash to be paid in lieu of issuing fractional New Units, (d) when appropriate, after receipt, deliver such cheque referred to in Section 2.02(5)(c) to or to the order of the registered holder of the Rights, and (e) tender to the REIT all payments received on exercise of the Rights. (6) In case the holder of any Rights shall exercise less than all of such holder’s Rights, a new Rights Certificate evidencing the Rights remaining unexercised, as applicable, will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (7) The REIT covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all New Units issued upon exercise of Rights shall, at the time of delivery of the certificates of such Units (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable, (b) take all such action as may be necessary and within its power to comply with any applicable requirements of the Securities Act (Ontario), the Securities Act (Québec) and the securities statute or comparable legislation of each of the other provinces and territories of Canada, and other applicable securities laws and the rules and regulations thereunder, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any New Units upon exercise of Rights, (c) use reasonable efforts to cause all New Units issued upon exercise of Rights to be listed upon issuance on the Toronto Stock Exchange and each other securities exchange on which the Units are then listed or admitted to trading at that time, (d) pay when due and payable any and all Canadian and United States federal, provincial and state transfer taxes (not in the nature of income or withholding taxes) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for New Units, provided that the REIT shall not be required to pay any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for New Units in a name other than that of the holder of the Rights being transferred or exercised, and (e) after the Separation Time, except as permitted by Section 5.01, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. ‌ (a1) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share purchase, for the Exercise Price Price, one New Unit (with the which Exercise Price and number of Common Shares being New Units are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the REIT or any of its Subsidiaries shall be void. (b2) Until the Separation Time, , (i) the Rights shall not be exercisable and no Right may be exercised; and , and (ii) for administrative purposes, each Right will be evidenced by the any certificate issued for the associated Common Share Unit registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Unit and will be transferable only together with, and will be transferred by a transfer of, of such associated Common ShareUnit. (c3) From and after the Separation Time and prior to the Expiration Time: (i) , the Rights shall may be exercisable; and (ii) exercised and the registration and transfer of the Rights shall be separate from and independent of Common Shares. Units.‌ Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the REIT will determine whether it wishes to issue Rights Certificates or (subject to the capability of the Rights Agent to accommodate Book Entry Form) whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the REIT determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are reasonably directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the REIT to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the REIT determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares Units as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the REIT or of the registrar and transfer agent of the Units (▇▇▇▇ ▇▇▇▇▇▇ the REIT hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (a) a Rights Certificate, in substantially the form set out in Exhibit “A” hereto, appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the REIT may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation or judicial or administrative order made pursuant thereto or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to standard usage, and‌ (b) a disclosure statement describing the Rights,‌ provided that a Nominee shall be sent the materials provided for in Section 2.02(3)(a) and (b) in respect of all Units held of record by it which are not Beneficially Owned by an Acquiring Person. (4) In the event that the REIT determines to issue Rights Certificates, Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its office in the City of Toronto, Ontario or at any other office of the Rights Agent in the cities designated (with the approval of the Rights Agent) from time to time for that purpose by the REIT:‌ (a) the Rights Certificate evidencing such Rights; (b) an instrument satisfactory to the REIT and to the Rights Agent evidencing the holder’s election to exercise the Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and duly executed by the holder or his executors or‌ administrators or other personal representatives or his legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (c) payment by certified cheque, banker’s draft or money order payable to the order of the REIT, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the registration, in Book Entry Form, of the New Units in a name other than that of the holder of the Rights being exercised. (5) In the event that the REIT determines to issue Rights Certificates, then upon receipt of a Rights Certificate and a duly completed Election to Exercise which does not indicate that such Right is null and void as provided by Subsection 3.01(2), accompanied by all instruments and payments set forth in Subsection 2.02(4), the Rights Agent (unless otherwise instructed in writing by the REIT) will thereupon as soon as practicable:‌ (a) requisition from the transfer agent certificates for the number of New Units to be purchased (the REIT hereby irrevocably agreeing to authorize its transfer agent to comply with all such requisitions), (b) after receipt of such certificates, deliver such certificates to or upon the order of the registered holder of such Rights, registered in such name or names as may be designated by such holder, (c) when appropriate, requisition from the REIT a cheque representing the amount of cash to be paid in lieu of issuing fractional New Units,‌ (d) when appropriate, after receipt, deliver such cheque referred to in Section 2.02(5)(c) to or to the order of the registered holder of the Rights, and (e) tender to the REIT all payments received on exercise of the Rights. (6) In case the holder of any Rights shall exercise less than all of such holder’s Rights, a new Rights Certificate evidencing the Rights remaining unexercised, as applicable, will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (7) The REIT covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all New Units issued upon exercise of Rights shall, at the time of delivery of the certificates of such Units (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable, (b) take all such action as may be necessary and within its power to comply with any applicable requirements of the Securities Act (Ontario), the Securities Act (Québec) and the securities statute or comparable legislation of each of the other provinces and territories of Canada, and other applicable securities laws and the rules and regulations thereunder, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any New Units upon exercise of Rights, (c) use reasonable efforts to cause all New Units issued upon exercise of Rights to be listed upon issuance on the Toronto Stock Exchange and each other securities exchange on which the Units are then listed or admitted to trading at that time, (d) pay when due and payable any and all Canadian and United States federal, provincial and state transfer taxes (not in the nature of income or withholding taxes) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for New Units, provided that the REIT shall not be required to pay any transfer tax or charge which may be payable in respect of the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for New Units in a name other than that of the holder of the Rights being transferred or exercised, and (e) after the Separation Time, except as permitted by Section 5.01, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the Exercise Price and number of Common Shares being subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share of the Corporation registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights Certificate, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. ‌ (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ TransAlta or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common ShareShare of TransAlta. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Shares of TransAlta. (d) Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ TransAlta will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ TransAlta determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ TransAlta to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (e) In the event that ▇▇▇▇ ▇▇▇▇▇▇ TransAlta determines to issue a Rights CertificateCertificates, it TransAlta will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section Subsection 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person or any such other Person which are not held of record by such Acquiring Person or such other Person, the holder of record of such Rights (a “Nominee”)) and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, TransAlta will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Subsection 3.1(b) and, in respect of any Rights Beneficially Owned by such Acquiring Person or any such other Person which are not held of record by such Acquiring Person or such other Person, the Nominee), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ TransAlta (▇▇▇▇ ▇▇▇▇▇▇ TransAlta hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as TransAlta may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made pursuant thereto or with any rule or regulation of any self- regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by TransAlta describing the Rights, provided that a Nominee shall be sent the materials provided for in (i) and (ii) in respect of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person or any other Person whose Rights are or become void pursuant to the provisions of Subsection 3.1(b). In order for TransAlta to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, TransAlta may require such first Person to furnish such information and documentation as TransAlta deems necessary. (f) In the event TransAlta determines to issue Rights Certificates, Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (iii) payment by certified cheque, banker’s draft, money order or wire transfer payable to the order of TransAlta, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or other governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (g) In the event that TransAlta determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with a completed Election to Exercise and executed in accordance with Subsection 2.2(e)(ii), which does not indicate that such Right is null and void as provided by Subsection 3.1(b), and payment as set forth in Subsection 2.2(e)(iii), the Rights Agent (unless otherwise instructed by TransAlta in the event that TransAlta is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: (i) requisition from the transfer agent certificates representing the number of such Common Shares to be purchased (TransAlta hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, and subject to Section 5.5, requisition from TransAlta the amount of cash to be paid in lieu of issuing fractional Common Shares; (iii) after receipt of the certificates referred to in Subsection 2.2(f)(i), deliver the same to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; (iv) when appropriate, after receipt, deliver the cash referred to in Subsection 2.2(f)(ii) to or to the order of the registered holder of such Rights Certificate; and (v) remit to TransAlta all payments received on exercise of the Rights. (h) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.5(a)) will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (i) TransAlta covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates representing such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable; (ii) take all such action as may be necessary and within its power to comply with the requirements of the Canada Business Corporations Act, the Securities Act (Ontario), the U.S. Exchange Act, the U.S. Securities Act, and the securities laws or comparable legislation of each of the other provinces and territories of Canada and the states of the United States of America, and any other applicable law, rule or regulation, in connection with the issuance and delivery of Rights, the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the principal stock exchanges on which such Common Shares were traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of the authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of TransAlta to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common Shares to be issued upon exercise of any Rights, provided that TransAlta shall not be required to pay any transfer tax or other governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1 or Section 5.4, not take (or permit any Subsidiary of TransAlta to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration TimeDate, to purchase one Common Share for the Exercise Price (with the Exercise Price and number of Common Shares being purchase, subject to adjustment from time to time as set forth below). Notwithstanding any other provision provided herein, one one-hundredth (1/100) of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ or any of its Subsidiaries shall be voida Preferred Share at the Exercise Price. (b) Until the Separation Time,Date: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. Notwithstanding any other provision of this Agreement, any Rights held by the Company or any of its Subsidiaries shall be void. (c) From and after After the Separation Time Date and prior to the Expiration Time: Date, the Rights, unless earlier redeemed in accordance with the provisions of Article 5 hereof, (i) the Rights shall may be exercisable; and exercised and (ii) the registration and transfer of Rights shall will be separate from and transferable independent of Common Shares. Promptly following the Separation TimeDate, ▇▇▇▇ ▇▇▇▇▇▇ will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ determines to issue a Rights Certificate, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”))Date, at such holder’s 's address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Transfer Agent and Registrar of the Company's Common Stock (▇▇▇▇ ▇▇▇▇▇▇ the Company hereby agreeing to cause such Transfer Agent and Registrar, if different from the Rights Agent, to furnish copies of such records to the Rights Agent for this purpose):) (x) a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Date and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, 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 stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and (y) a disclosure statement describing the Rights. (d) Rights may be exercised on any Business Day after the Separation Date and prior to the Expiration Date by submitting to the Rights Agent the Rights Certificate evidencing such Rights with an Election to Exercise (an "Election to Exercise") substantially in the form attached to the Rights Certificate duly completed, accompanied by payment in cash or by certified check or money order payable to the order of the Company, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for whole or fractional Preferred Shares in a name other than that of the holder of the Rights being exercised. (e) Upon receipt of a Rights Certificate, with an Election to Exercise accompanied by payment as set forth in Section 2.2(d) above, the Rights Agent will thereupon promptly: (i) requisition from any transfer agent of the capital stock of the Company certificates for the number of whole or fractional Preferred Shares to be purchased (the Company hereby irrevocably authorizing and directing such transfer agent to comply with all such requisitions); (ii) as provided in Section 6.5(b) hereof, at the election of the Company, cause depository receipts to be issued in lieu of fractional shares; (iii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 6.5(b) hereof; (iv) when appropriate, requisition from the Company the amount of cash or other consideration to be paid in lieu of capital stock as determined pursuant to the terms hereof; and (v) after receipt of such certificates, depository receipts and/or cash or other consideration, deliver the same to or upon the order of the registered holder of such Rights Certificate, registered (in the case of certificates or depository receipts) in such name or names as may be designated by such holder. (f) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns. (g) The Company covenants and agrees that it will: (i) cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock and shares of Common Stock, respectively, or out of authorized and issued Preferred Shares and shares of Common Stock, respectively, held in its treasury, such number of Preferred Shares and shares of Common Stock, respectively, as will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ii) not effect any amendment to the Designation of Rights, Privileges, and Preferences for the Preferred Shares or any amendment to the articles of incorporation of the Company, which would materially and adversely affect the rights, privileges or powers of the Preferred Shares (regardless of whether there are then any holders of Preferred Shares), without the prior approval of the holders of two-thirds or more of the then outstanding Preferred Shares and the prior written consent of the holders of two-thirds or more of the then outstanding Rights that are not Beneficially Owned by any Acquiring Person. (For purposes of the taking of any action by the holders of Rights, the Board of Directors of the Company may establish a record date and may call and hold a meeting of such holders or seek their consent to action by the requisite number thereof in writing substantially in accordance with the procedure applicable to action to be taken by the holders of Preferred Shares and in accordance with applicable law); (iii) take all such action as may be necessary and within its power to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered, and fully paid and nonassessable; (iv) take all such action as may be necessary and within its power to comply with any applicable requirements of the Securities Act or the Exchange Act or the rules and regulations thereunder and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Preferred Shares upon exercise of Rights; (v) use its best efforts to cause all Preferred Shares issued upon exercise of Rights to be listed on a national securities exchange upon issuance; and (vi) pay when due and payable any and all federal and state transfer taxes (but not any income taxes of the holder or exercising holder or any liability of the Company to withhold tax) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates; provided that, the Company shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares in a name other than that of the holder of the Rights being transferred or exercised.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, : (i) the Rights shall not be exercisable and no Right may be exercised; and and (ii) each Right will be evidenced by the certificate for the associated Common Share of the Corporation registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Shares of the Corporation. (d) Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures (as are directed by determined necessary in consultation with the Rights Agent Agent) for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this the Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. (e) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person person whose Rights are or become void pursuant to the provisions of Section 3.1(b) Subsection 3.1(b)hereof and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), ) at such holder’s 's address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):): (i) a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by the Corporation describing the Rights,

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ TransAlta or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common ShareShare of TransAlta. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Shares of TransAlta. (d) Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ TransAlta will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ TransAlta determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ TransAlta to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (e) In the event that ▇▇▇▇ ▇▇▇▇▇▇ TransAlta determines to issue a Rights CertificateCertificates, it TransAlta will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section Subsection 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person or any such other Person which are not held of record by such Acquiring Person or such other Person, the holder of record of such Rights (a “Nominee”)) and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, TransAlta will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Subsection 3.1(b) and, in respect of any Rights Beneficially Owned by such Acquiring Person or any such other Person which are not held of record by such Acquiring Person or such other Person, the Nominee), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ TransAlta (▇▇▇▇ ▇▇▇▇▇▇ TransAlta hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as TransAlta may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made pursuant thereto or with any rule or regulation of any self- regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by T▇▇▇▇▇▇▇▇ describing the Rights, provided that a Nominee shall be sent the materials provided for in (i) and (ii) in respect of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person or any other Person whose Rights are or become void pursuant to the provisions of Subsection 3.1(b). In order for TransAlta to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, TransAlta may require such first Person to furnish such information and documentation as TransAlta deems necessary. (f) In the event TransAlta determines to issue Rights Certificates, Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (iii) payment by certified cheque, banker’s draft, money order or wire transfer payable to the order of TransAlta, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or other governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (g) In the event that TransAlta determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with a completed Election to Exercise and executed in accordance with Subsection 2.2(e)(ii), which does not indicate that such Right is null and void as provided by Subsection 3.1(b), and payment as set forth in Subsection 2.2(e)(iii), the Rights Agent (unless otherwise instructed by TransAlta in the event that TransAlta is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: (i) requisition from the transfer agent certificates representing the number of such Common Shares to be purchased (TransAlta hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, and subject to Section 5.5, requisition from TransAlta the amount of cash to be paid in lieu of issuing fractional Common Shares; (iii) after receipt of the certificates referred to in Subsection 2.2(f)(i), deliver the same to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; (iv) when appropriate, after receipt, deliver the cash referred to in Subsection 2.2(f)(ii) to or to the order of the registered holder of such Rights Certificate; and (v) remit to TransAlta all payments received on exercise of the Rights. (h) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.5(a)) will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (i) TransAlta covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates representing such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable; (ii) take all such action as may be necessary and within its power to comply with the requirements of the Canada Business Corporations Act, the Securities Act (Ontario), the U.S. Exchange Act, the U.S. Securities Act, and the securities laws or comparable legislation of each of the other provinces and territories of Canada and the states of the United States of America, and any other applicable law, rule or regulation, in connection with the issuance and delivery of Rights, the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the principal stock exchanges on which such Common Shares were traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of the authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of TransAlta to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common Shares to be issued upon exercise of any Rights, provided that TransAlta shall not be required to pay any transfer tax or other governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1 or Section 5.4, not take (or permit any Subsidiary of TransAlta to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ TransAlta or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common ShareShare of TransAlta. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Shares of TransAlta. (d) Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ TransAlta will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ TransAlta determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ TransAlta to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (e) In the event that ▇▇▇▇ ▇▇▇▇▇▇ TransAlta determines to issue a Rights CertificateCertificates, it TransAlta will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section Subsection 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person or any such other Person which are not held of record by such Acquiring Person or such other Person, the holder of record of such Rights (a “Nominee”)) and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, TransAlta will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Subsection 3.1(b) and, in respect of any Rights Beneficially Owned by such Acquiring Person or any such other Person which are not held of record by such Acquiring Person or such other Person, the Nominee), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ TransAlta (▇▇▇▇ ▇▇▇▇▇▇ TransAlta hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as TransAlta may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made pursuant thereto or with any rule or regulation of any self- regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by TransAlta describing the Rights, provided that a Nominee shall be sent the materials provided for in (i) and (ii) in respect of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person or any other Person whose Rights are or become void pursuant to the provisions of Subsection 3.1(b). In order for TransAlta to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, TransAlta may require such first Person to furnish such information and documentation as TransAlta deems necessary. (f) In the event TransAlta determines to issue Rights Certificates, Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (iii) payment by certified cheque, banker’s draft, money order or wire transfer payable to the order of TransAlta, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or other governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (g) In the event that TransAlta determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with a completed Election to Exercise and executed in accordance with Subsection 2.2(e)(ii), which does not indicate that such Right is null and void as provided by Subsection 3.1(b), and payment as set forth in Subsection 2.2(e)(iii), the Rights Agent (unless otherwise instructed by TransAlta in the event that TransAlta is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly: (i) requisition from the transfer agent certificates representing the number of such Common Shares to be purchased (TransAlta hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, and subject to Section 5.5, requisition from TransAlta the amount of cash to be paid in lieu of issuing fractional Common Shares; (iii) after receipt of the certificates referred to in Subsection 2.2(f)(i), deliver the same to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; (iv) when appropriate, after receipt, deliver the cash referred to in Subsection 2.2(f)(ii) to or to the order of the registered holder of such Rights Certificate; and (v) remit to TransAlta all payments received on exercise of the Rights. (h) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.5(a)) will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. (i) TransAlta covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates representing such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable; (ii) take all such action as may be necessary and within its power to comply with the requirements of the Canada Business Corporations Act, the Securities Act (Ontario), the U.S. Exchange Act, the U.S. Securities Act, and the securities laws or comparable legislation of each of the other provinces and territories of Canada and the states of the United States of America, and any other applicable law, rule or regulation, in connection with the issuance and delivery of Rights, the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the principal stock exchanges on which such Common Shares were traded immediately prior to the Stock Acquisition Date; (iv) cause to be reserved and kept available out of the authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of TransAlta to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common Shares to be issued upon exercise of any Rights, provided that TransAlta shall not be required to pay any transfer tax or other governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Section 5.1 or Section 5.4, not take (or permit any Subsidiary of TransAlta to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price as at the Business Day immediately preceding the day of exercise of the Right (with the which Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common ShareVoting Shares. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Voting Shares. . (d) Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (e) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it then promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than in either case an Acquiring Person, Person and any other Person Transferee whose Rights rights are or become null and void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person or Transferee which are not held of record by such Acquiring PersonPerson or Transferee, the holder of record of such Rights (a “Nominee”)), at such holder’s 's address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a certificate (a “Rights Certificate”) in substantially the form of Attachment 1 hereto (or such other form as the Corporation and the Rights Agent may agree) appropriately completed, representing the number of Rights held by such holder at the Separation Time or at the time of conversion, as applicable, and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or judicial or administrative order made pursuant thereto or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement describing the Rights, provided that a Nominee shall be sent the materials provided for in (i) and (ii) only in respect of all Voting Shares held of record by it which are not Beneficially Owned by an Acquiring Person. In order for the Corporation to determine whether any Person is holding Shares which are Beneficially Owned by another Person, the Corporation may require such first Person to furnish such information and documentation as the Corporation deems necessary. (f) In the event that the Corporation determines to issue Rights Certificates, Rights may be exercised, in whole or in part, on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its office in Calgary, Canada or any other office of the Rights Agent in cities designated from time to time for that purpose by the Corporation with the approval of the Rights Agent: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate appropriately completed and duly executed by the holder or such holder's executors or administrators or other personal representatives or such holder's or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (iii) payment by certified cheque, banker's draft, money order or wire transfer payable to the order of the Rights Agent, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (g) In the event the Corporation determines to issue Rights Certificates, upon receipt of a Rights Certificate, together with a completed Election to Exercise executed in accordance with Subsection 2.2(f)(ii), which does not indicate that such Right is null and void as provided by Subsection 3.1(b), and payment as set forth in Subsection 2.2(f)(iii), the Rights Agent (unless otherwise instructed by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon as soon as practicable: (i) requisition from the transfer agent certificates representing the number of such Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares; (iii) after receipt of the certificates referred to in Subsection 2.2(g)(i), deliver the same to or upon the order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder; (iv) when appropriate, after receipt, deliver the cash referred to in Subsection 2.2(g)(ii) to or to the order of the registered holder of such Rights Certificate; and (v) remit to the Corporation all payments received on the exercise of Rights. (h) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Subsection 5.5(a)) will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns. (i) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may be necessary and within its power to comply with the provisions of Section 3.1 including, without limitation, all such action to comply with the requirements of the Business Corporations Act (Alberta), the Securities Act and the securities laws or comparable legislation of each of the provinces of Canada, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares upon exercise of Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of Rights to be listed on the stock exchanges and markets on which such Common Shares were traded immediately prior to the Share Acquisition Date; (iv) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial and municipal transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common Shares to be issued upon exercise of any Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being transferred or exercised; and (vi) after the Separation Time, except as permitted by Sections 5.1 and 5.4, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forthout in this Agreement, each Right will entitle the holder thereofholder, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the Exercise Price and number of Common Shares being subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ or any of its Subsidiaries shall be voidPrice. (b) Until the Separation Time, (i) the Rights shall will not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such that associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time:, (i) the Rights shall will be exercisable; , and (ii) the registration and transfer of the Rights shall will be separate from and independent of Common Shares. . (d) Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or (subject to the capability of the Rights Agent to accommodate Book Entry Form) whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In . (e) If the event that ▇▇▇▇ ▇▇▇▇▇▇ determines Corporation does not elect to issue a maintain the Rights Certificatein Book Entry Form, it promptly following the Separation Time, the Corporation will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time or who subsequently becomes a holder of record of Common Shares upon the exercise of rights attaching to Convertible Securities outstanding at the Voting Share Acquisition Date (other than an Acquiring Person, Person and any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights which are Beneficially Owned by that Acquiring Person (a “Nominee”)), at such the holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ hereby the Corporation agreeing to furnish copies of such those records to the Rights Agent for this purpose):), (i) a certificate representing the Rights in substantially the form of Exhibit A or such other form as the Corporation and the Rights Agent may agree appropriately completed (a “Rights Certificate”), representing the number of Rights held by the holder at the Separation Time and having marks of identification or designation and legends, summaries or endorsements printed on the certificate as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made pursuant thereto or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement describing the Rights. For greater certainty, a Nominee will be sent the materials provided for in (i) and (ii) in respect of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person. (f) In order for the Corporation to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, the Corporation may require the first mentioned Person to furnish all information and documentation as the Corporation deems necessary. (g) Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent: (i) the Rights Certificate evidencing those Rights; (ii) an election to exercise those Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate or as determined appropriate for Book Entry Form duly completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and (iii) payment by certified cheque, banker’s draft or money order payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (h) If Rights Certificates have been issued, upon receipt of a Rights Certificate, which is accompanied by (i) a completed Election to Exercise executed in accordance with Section 2.2(g)(ii) that does not indicate that the Right is null and void as provided by Section 3.1(b) and (ii) payment as set out in Section 2.2(g)(iii), the Rights Agent (unless otherwise instructed by the Corporation in the event that the Corporation is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will then as soon as practicable: (i) Requisition from the transfer agent certificates representing, or direct the transfer agent to register, in the name of the holder of the Rights being exercised or in such other name as may be designated by such holder, in Book Entry Form, the number of such Common Shares to be purchased; (ii) when appropriate, requisition from the Corporation a cheque representing the amount of cash to be paid in lieu of issuing fractional Common Shares; (iii) after receipt of the certificates, or after receipt of confirmation from the transfer agent that the registration, in Book Entry Form referred to in Section 2.2(h)(i) has been completed, deliver the same to or upon the order of the registered holder of such Rights Certificates, registered in such name or names as may be designated by such holder; (iv) when appropriate, after receipt, deliver the cheque representing such cash referred to in Section 2.2(h)(ii) to or to the order of the registered holder of the Rights Certificate; and (v) tender to the Corporation all payments received on exercise of the Rights. (i) In case the holder of any Rights exercises less than all the Rights evidenced by that holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to the provisions of Section 5.6(a)) will be issued by the Rights Agent to the holder or to the holder’s duly authorized assigns. (j) The Corporation covenants and agrees that it will: (i) take all action as may be necessary and within its power to ensure that all securities delivered upon the exercise of Rights will, at the time of delivery of the certificates for such Common Shares, or, as applicable, at the time of registration in Book Entry Form of those securities (subject to payment of the Exercise Price), be duly and validly authorized and issued as fully paid and non-assessable; (ii) take all action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1including all action necessary to comply with the requirements of the Corporations Act, the Securities Act and any other applicable law, rule or regulation, applicable to the issuance and delivery of the Rights Certificates and the issuance of any securities upon exercise of Rights; (iii) use reasonable efforts to cause all securities issued upon the exercise of Rights to be listed upon issuance on the stock exchanges on which the Common Shares were traded immediately prior to the Voting Share Acquisition Date; (iv) pay when due and payable, if applicable, any and all Canadian and, if applicable, United States, federal, provincial, municipal and state transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares to be issued upon exercise of any Rights, provided that the Corporation will not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the registration in Book Entry Form of securities in a name other than that of the holder of the Rights being transferred or exercised; (v) cause to be reserved and kept available out of its authorized Common Shares the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; and (vi) after the Separation Time, except as permitted by Section 5.1, not take (or permit any Subsidiary to take) any action if at the time the action is taken it is reasonably foreseeable that the action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with and the Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share of the Corporation registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common ShareShare of the Corporation. (c) From and after the Separation Time and prior to the Expiration Time:Time:‌ (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common SharesShares of the Corporation. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures (as are directed by determined necessary in consultation with the Rights Agent Agent) for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this the Agreement with respect to the exercise of Rights and all provisions provision of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section Subsection 3.1(b) hereof and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), ) at such holder’s ▇▇▇▇▇▇'s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, including without limitation as set forth in Article 3, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the which Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be null and void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) for administrative purposes, each Right will be evidenced by the certificate for the associated Common Voting Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Voting Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Voting Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) , the Rights shall may be exercisable; and (ii) exercised, and the registration and transfer of the Rights shall be separate from and independent of Common Voting Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “"Book Entry Rights Exercise Procedures”"), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (d) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it then promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Common Voting Shares as of the Separation Time and, in respect of each Convertible Security converted into Voting Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than a Person indicated by the Corporation in writing to be an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights as indicated by the Corporation in writing (a “"Nominee”")), ) at such holder’s 's address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):): Shareholder Rights Plan Agreement (i) a Rights Certificate in substantially the form of Schedule "A" appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or judicial or administrative order, or with any article or regulation of any self-regulatory organization, stock exchange or securities quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by the Corporation describing the Rights, provided that a Nominee shall be sent the materials provided for in subsections 2.2(d)(i) and 2.2(d)(ii) only in respect of all Voting Shares held of record by it which are not Beneficially Owned by an Acquiring Person as indicated to the Rights Agent by the Corporation in writing, and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation deems necessary or appropriate for such purpose. (e) In the event that the Corporation determines to issue Rights Certificates, Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent, at its principal office in Calgary, Alberta: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise (an "Election to Exercise"), substantially in the form attached to the Rights Certificate duly completed, and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing, and in a manner acceptable to the Rights Agent; and (iii) payment by certified cheque, banker's draft, money order or wire transfer payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (f) In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with an appropriately completed and duly executed Election to Exercise (which does not indicate that such Right is null and void as provided by subsection 3.1(b)) and payment as set forth in subsection 2.2(e), the Rights Agent (unless otherwise instructed in writing by the Corporation) will thereupon promptly: (i) requisition from the transfer agent of the Common Shares certificates representing the number of Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); Shareholder Rights Plan Agreement (ii) after receipt of such Common Share certificates, deliver such certificates to, or to the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder in the Election to Exercise, (iii) when appropriate, under Section 5.5, requisition from the Corporation the amount of cash, if any, to be paid in lieu of issuing fractional Common Shares; (iv) when appropriate, under Section 5.5, after receipt of the cash referred to in subsection 2.2(f)(iii), deliver such cash to, or to the order of, the registered holder of the Rights Certificate; and (v) tender to the Corporation all payments received on exercise of the Rights. (g) If the holder of any Rights shall exercise less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns. (h) The Corporation covenants and agrees that it will: (i) take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (ii) take all such action as may reasonably be considered to be necessary and within its power to comply with any applicable requirements of the ABCA, the Securities Act (Alberta), the U.S. Exchange Act, the U.S. Securities Act and comparable legislation of each of the other provinces and territories of Canada and states of the United States of America, or the rules and regulations thereunder or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights, the Rights Certificates and the issuance of any Common Shares upon exercise of the Rights; (iii) use reasonable efforts to cause all Common Shares issued upon exercise of the Rights to be listed on the stock exchanges on which the Common Shares are listed at that time; (iv) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (v) pay when due and payable, if applicable, any and all federal, provincial, state and municipal taxes (not in the nature of income, capital gains or withholding taxes) and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares issued upon the exercise of Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer of Rights or the issuance or delivery of certificates for Common Shares issued upon the exercise of Rights, in a name other than that of the holder of the Rights being transferred or exercised; and Shareholder Rights Plan Agreement (vi) after the Separation Time, except as permitted by Section 5.1 or Section 5.4, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the Exercise Price and number of Common Shares being subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ TELUS or any of its Subsidiaries shall be void. (b) Until the Separation Time, (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) each Right will be evidenced by the certificate for the associated Common Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) the Rights shall be exercisable; and (ii) the registration and transfer of Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ TELUS will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ TELUS determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ TELUS to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ TELUS determines to issue a Rights Certificate, it will prepare and the Rights Agent will mail to each holder of record of Common Shares as of the Separation Time (other than an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ TELUS (▇▇▇▇ ▇▇▇▇▇▇ TELUS hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):

Initial Exercise Price; Exercise of Rights; Detachment of Rights. (a) Subject to adjustment as herein set forth, including without limitation as set forth in Article 3, each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase one Common Share for the Exercise Price (with the which Exercise Price and number of Common Shares being are subject to adjustment as set forth below). Notwithstanding any other provision of this Agreement, any Rights held by ▇▇▇▇ ▇▇▇▇▇▇ the Corporation or any of its Subsidiaries shall be null and void. (b) Until the Separation Time,: (i) the Rights shall not be exercisable and no Right may be exercised; and (ii) for administrative purposes, each Right will be evidenced by the certificate for the associated Common Voting Share registered in the name of the holder thereof (which certificate shall also be deemed to represent a Rights Certificate) or by the Book Entry Form registration for the associated Common Shares Voting Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Voting Share. (c) From and after the Separation Time and prior to the Expiration Time: (i) , the Rights shall may be exercisable; and (ii) exercised, and the registration and transfer of the Rights shall be separate from and independent of Common Voting Shares. Promptly following the Separation Time, ▇▇▇▇ ▇▇▇▇▇▇ the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit ▇▇▇▇ ▇▇▇▇▇▇ the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to the Rights in certificated form. . (d) In the event that ▇▇▇▇ ▇▇▇▇▇▇ the Corporation determines to issue a Rights CertificateCertificates, it then promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to each holder of record of Common Voting Shares as of the Separation Time and, in respect of each Convertible Security converted into Voting Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent will mail to the holder so converting (other than a Person indicated by the Corporation in writing to be an Acquiring Person, any other Person whose Rights are or become void pursuant to the provisions of Section 3.1(b) and, in respect of any Rights Beneficially owned Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights as indicated by the Corporation in writing (a “Nominee”)), ) at such holder’s address as shown by the records of ▇▇▇▇ ▇▇▇▇▇▇ the Corporation (▇▇▇▇ ▇▇▇▇▇▇ the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose): (i) a Rights Certificate in substantially the form of Schedule “A” appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule or regulation or judicial or administrative order, or with any article or regulation of any self-regulatory organization, stock exchange or securities quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and (ii) a disclosure statement prepared by the Corporation describing the Rights; provided that a Nominee shall be sent the materials provided for in Subsections 2.2(d)(i) and 2.2(d)(ii) only in respect of all Voting Shares held of record by it which are not Beneficially Owned by an Acquiring Person as indicated to the Rights Agent by the Corporation in writing, and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation deems necessary or appropriate for such purpose. (e) In the event that the Corporation determines to issue Rights Certificates, Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent, at its principal office in Toronto, Ontario: (i) the Rights Certificate evidencing such Rights; (ii) an election to exercise (an “Election to Exercise”), substantially in the form attached to the Rights Certificate duly completed, and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing, and in a manner acceptable to the Rights Agent; and (iii) payment by certified cheque, banker’s draft, money order or wire transfer payable to the order of the Corporation, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised. (f) In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate, together with an appropriately completed and duly executed Election to Exercise (which does not indicate that such Right is null and void as provided by Subsection 3.1(b)) and payment as set forth in Subsection 2.2(e), the Rights Agent (unless otherwise instructed in writing by the Corporation) will thereupon promptly: (i) requisition from the transfer agent of the Common Shares certificates representing the number of Common Shares to be purchased (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions); (ii) after receipt of such Common Share certificates, deliver such certificates to, or to the order of, the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder in the Election to Exercise; (iii) when appropriate, under Section 5.5, requisition from the Corporation the amount of cash, if any, to be paid in lieu of issuing fractional Common Shares; (iv) when appropriate, under Section 5.5, after receipt of the cash referred to in Subsection 2.2(f)(iii), deliver such cash to, or to the order of, the registered holder of the Rights Certificate; and