Common use of ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS Clause in Contracts

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 4.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(csubsection 4.1(b) and 5.1(d) hereofsection 6.1, in the event that if prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective at the close of business on the tenth Business Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 section 3.2 in the event that after such date of consummation or occurrence an occurrence, any event of a type analogous to any of the events described in Section 2.3 section 3.2 shall have occurred with respect to such Common Sharesoccurred). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transfereetransferee of Rights, direct directly or indirectindirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): section 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights (Rights, including transferees) , shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights. (d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (isections 4.1(b)(i) or (ii) of subsection 3.1(b4.1(b)(ii) or transferred to any nominee Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b4.1(b) of the Shareholder Rights Plan Agreement."; provided, however, ” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly described in such legend. (e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC, the Securities Act (B.C.) and the securities laws or comparable legislation in concert each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with an Acquiring Personthis Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. Section 3.1 Flip-in Event. (a1) Subject to subsections 3.1(bSection 3.1(2) below, and Sections 5.1(2), 5.1(b), 5.1(c(3) and 5.1(d(4) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall may be necessary to ensure and provide that, within 10 eight (8) Business Days thereafter of such occurrence, or such longer period as may be required to satisfy the all applicable requirements of the applicable Securities Act (British Columbia), and the securities acts or comparable legislationlegislation of each other province of Canada that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b2) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: by (i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such Acquiring Person); or , or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transfereetransferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person) or of any Person acting jointly or in concert with an Acquiring Person) in a transfer made after the date hereof, whether Person or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement any Associate or scheme Affiliate of an Acquiring Person (or of any Affiliate or Associate of such Person so acting jointly or in concert concert) who becomes a transferee or successor in title concurrently with an or subsequent to the Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Person becoming such, shall become null and void without any further action, and any holder of such Rights (including transfereestransferees or successors in title) shall thereafter not have no right any rights whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislationlegislation so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price Price, (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person, (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with any Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): ), shall become void and any holder of such Rights (including transferees) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided”, however, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person Person, an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Personany of them.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections Sections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation Veresen shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the Securities Act and the applicable securities acts or comparable legislationlegislation of each of the provinces of Canada so that, except as provided below, each Right shall thereafter constitute the right to purchase from the CorporationVeresen, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Share Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in where such transferee becomes a transfer made after transferee concurrently with or subsequent to the date hereofAcquiring Person becoming such, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection Section 3.1(b): ), shall become void without any further action and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection Section 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person who was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection Section 3.1(b) of the Rights Agreement."; Agreement provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation Veresen or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly an Affiliate or Associate thereof. (d) From and after the Separation Time, Veresen shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the ABCA, the Securities Act and the securities laws or comparable legislation of each of the provinces of Canada in concert respect of the issue of Shares upon the exercise of Rights in accordance with an Acquiring Personthis Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b)the provisions of Section 2.2 and Section 5.1 hereof and except as provided below, 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that if prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective at the Close of Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that that, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirectindirect transferee of, of an or other successor in title to, such Rights (a “Transferee”), who becomes a Transferee concurrently with or subsequent to the Acquiring Person (or any Person acting jointly or in concert with becoming an Acquiring Person) , in a transfer made after the date hereoftransfer, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) of this subsection 3.1(b): hereof; shall thereupon become and be void and any holder of such Rights (including transfereesany Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent (as hereinafter defined), upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (iclauses 3.1(b)(i) or (ii3.1(b)(ii) of subsection 3.1(b) hereof or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person an Affiliate or Associate thereof or acting jointly or in concert with an Acquiring Personany of them. The issuance of a Rights Certificate without the legend referred to in this subsection shall be of no effect on the provisions of this subsection.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. ‌ 3.1 Flip-in EventEvent‌‌ (a) Subject to subsections Section 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereofSections 5.1 and 5.2, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation Partnership shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts laws or comparable legislationlegislation so that, except as provided below, each Right shall thereafter constitute the right to purchase from the CorporationPartnership, upon exercise thereof in accordance with the terms hereof, that number of Common Shares Units having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Sharesoccurred). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by:by:‌ (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); oror‌ (ii) a transfereetransferee of Rights, direct directly or indirectindirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Section 3.1(b),‌ shall become null and void without any further action, and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (iSection 3.1(b)(i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such phrase is terms are defined in the Unitholder Rights Plan Agreement) with an Acquiring Person). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection Section 3.1(b) of the Unitholder Rights Plan Agreement."; ” provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation Partnership in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or described in concert with an Acquiring Personsuch legend. The issuance of a Rights Certificate without the legend referred to in this Section 3.1 shall be of no effect on the provisions of this Section 3.1.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to the provisions of Section 2.2 and subsections 3.1(b), 5.1(b), 5.1(c(c) and 5.1(d(d) hereofhereof and except as provided below, in the event that if prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective at the Close of Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that that, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirectindirect transferee of, of an or other successor in title to, such Rights (a “Transferee”), who becomes a Transferee concurrently with or subsequent to the Acquiring Person (or any Person acting jointly or in concert with becoming an Acquiring Person) , in a transfer made after the date hereoftransfer, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) of this subsection 3.1(b): hereof; shall thereupon become and be void and any holder of such Rights (including transfereesany Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) hereof or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; ” provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person an Affiliate or Associate thereof or acting jointly or in concert with an Acquiring Personany of them.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereofSection 5.1, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert connection with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person Person, an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Personany of them.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections the provisions of Sections 2.2, 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof5.1 hereof and except as provided below, in the event that if prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective at the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Close of Business Days thereafter on the tenth Business Day after the relevant Stock Acquisition Date or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislationlaws, except as provided belowincluding the 1933 Act and the 1934 Act, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that that, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirectindirect transferee of, of an or other successor in title to, such Rights (a “Transferee”), who becomes a Transferee concurrently with or subsequent to the Acquiring Person (or any Person acting jointly or in concert with becoming an Acquiring Person) , in a transfer made after the date hereoftransfer, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) of this subsection 3.1(b): hereof; shall thereupon become and be null and void and any holder of such Rights (including transfereesany Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent, as hereinafter defined, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) hereof or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain and be deemed to contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; ” provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person an Affiliate or Associate thereof or acting jointly or in concert with an Acquiring Personany of them. The issuance of a Rights Certificate without the legend referred to in this subsection shall be of no effect on the provisions of this subsection.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation Trust shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute the right to purchase from the CorporationTrust, upon exercise thereof in accordance with the terms hereof, that number of Common Shares Units having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common SharesUnits). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Unit Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereofRecord Time, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): ); shall become void without any further action and any holder of such Rights (including transferees) shall thereafter have no right whatsoever to exercise such Rights under any provision of this Agreement and shall not thereafter have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Unitholder Rights Plan Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Unitholder Rights Plan Agreement."”; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation Trust in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person Person, an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Personany of them.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) ), hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislationlegislation so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person, (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with with, an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): ), shall become void and any holder of such Rights (including transferees) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person Person, an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Personany of them.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) ), hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislationlegislation so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person, (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with with, an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): ), shall become void and any holder of such Rights (including transferees) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided”, however, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person Person, an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Personany of them.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 4.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(csubsection 4.1(b) and 5.1(d) hereofsection 6.1, in the event that if prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-Flip- in Event equal to twice the Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 section 3.2 in the event that after such date of consummation or occurrence an occurrence, any event of a type analogous to any of the events described in Section 2.3 section 3.2 shall have occurred with respect to such Common Sharesoccurred). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transfereetransferee of Rights, direct directly or indirectindirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights (Rights, including transferees) , shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) In the event that there shall not be sufficient Common Shares authorized for issuance to permit the exercise in full of the Rights in accordance with this section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise of the Rights. (d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (iclauses 4.1(b)(i) or (ii) of subsection 3.1(b4.1(b)(ii) or transferred to any nominee Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b4.1(b) of the Shareholder Rights Plan Agreement."; provided, however, " provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly described in such legend. (e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with provisions of this section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCABC (B.C.), the Securities Act (B.C.) and the securities laws or comparable legislation in concert each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with an Acquiring Personthis Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in EventEvent‌ (a) Subject to the provisions of Section 2.2 and subsections 3.1(b5.1(c), 5.1(b), 5.1(c(d) and 5.1(d(e) hereofhereof and except as provided below, in the event that if prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective at the Close of Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that that, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirectindirect transferee of, of an or other successor in title to, such Rights (a “Transferee”), who becomes a Transferee concurrently with or subsequent to the Acquiring Person (or any Person acting jointly or in concert with becoming an Acquiring Person) , in a transfer made after the date hereoftransfer, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) of this subsection 3.1(b): shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise.hereof; (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) hereof or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.”,

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert connection with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person Person, an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Personany of them.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in In Event (a) Subject to subsections Section 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereofSection 5.2, in the event that prior to the Expiration Time a Flip-in In Event shall occuroccurs, each Right will constitute, effective on the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter close of business on the fifth Trading Day after the Share Acquisition Date (or such longer period as may be required to satisfy the requirements of the Securities Act (Ontario) or any comparable legislation of any other applicable securities acts or comparable legislationjurisdiction), except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereofof this Agreement, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in In Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such the date of consummation or occurrence of such Flip-In Event, an event of a type analogous to any of the events described in Section 2.3 shall will have occurred with respect to such Common Sharesoccurred). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in In Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Share Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transfereetransferee of Rights, direct directly or indirectindirectly, of from an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) in a transfer made after the date hereofRecord Date, whether or not for consideration, that the Board of Directors Directors, acting in good faith has faith, have determined is part of a plan, arrangement or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or an Associate or Affiliate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): shall Section 3.1(b)(i), will become null and void without any further action, and any holder of such Rights (including transferees) shall will thereafter have no right to exercise such Rights under any provision of this Agreement and shall further will thereafter not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) From and after the Separation Time, the Corporation shall take all action as may be necessary and within its power to comply with the provisions of this Section 3.1, including without limitation all action as may be necessary to satisfy the requirements of the Corporations Act, the Securities Act (Ontario), the U.S. Securities Act, the U.S. Exchange Act and any other applicable law, rule or regulation in respect of the issuance of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (iSection 3.1(b)(i) or (ii) of subsection 3.1(b3.1(b)(ii) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall will contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement dated July 25, 2011 (the “Rights Agreement”), as that agreement may be amended or modified, between Zarlink Semiconductor Inc. and Computershare Investor Services Inc. as Rights Agent) or who was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby by this Agreement are void or shall will become void in the circumstances specified in subsection Section 3.1(b) of the Rights Agreement."; . provided, however, that the Rights Agent shall will not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to will impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or described in concert with an Acquiring Personsuch legend. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(d) will have no effect on the provisions of Section 3.1(b).

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 FlipFLIP-in EventOVER TRANSACTION OR EVENT (a) Subject to subsections 3.1(b), Sections 3.3 and 3.4 and subsection 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that if prior to the Expiration Time a the Company enters into, consummates or permits to occur any Flip-in Event shall occurover Transaction or Event, the Corporation shall Company must take such action as shall be is necessary to ensure ensure, and provide thatshall not enter into, within 10 Business Days thereafter consummate or permit to occur such longer period as may be required to satisfy Flip-over Transaction or Event until it shall have entered into a supplement agreement with the requirements Person engaging in such Flip-over Transaction or Event, for the benefit of the applicable securities acts holders of the Rights, providing, that upon consummation of the Flip-over Transaction or comparable legislationEvent: (i) each Right, except as provided belowfrom and after the date upon which any Flip-over Transaction or Event becomes effective, each Right shall thereafter constitute constitutes the right to purchase from the CorporationPerson into which or with which the Company will be consolidated, merged or amalgamated or with which the Company shall enter into a statutory arrangement or to which the Company will sell assets (the "Flip-over Entity"), upon exercise thereof in accordance with the terms hereof, that number of Common Shares of such Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment to the Rights provided for in Section 2.3 in the event that if after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares); and (ii) the Flip-over Entity is to be liable for, and shall assume, by virtue of such Flip-over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. (b) Notwithstanding The Company shall do all such acts and things and shall take all steps within its control to ensure that the foregoing or any other Flip-Over Entity does all such acts and things as shall be necessary to ensure compliance with the provisions of subsection 3.1(a) of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip4.1 FLIP-in EventIN EVENT (a) Subject to subsections 3.1(bsubsection 4.1(b), 5.1(b)Section 4.2, 5.1(csubsections 6.1(b) and 5.1(d) hereof6.1(c), in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective on and after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof payment of the relevant Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the relevant Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 in 3.2 upon each occurrence after the Stock Acquisition Date of any event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares3.2). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly Affiliate or in concert with an Acquiring Person); or (ii) a transferee, direct or indirect, Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person), or (ii) a transferee or other successor in title directly or indirectly (a transfer made after the date hereof, whether "Transferee") of Rights held by an Acquiring Person (or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement any Affiliate or scheme Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has who becomes a Transferee concurrently with or subsequent to the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Acquiring Person becoming an Acquiring Person, shall become null and void without any further action, and any holder of such Rights (including transfereesany Transferee) shall thereafter not have no any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) In the event that there shall not be sufficient Shares authorized for issuance to permit the exercise in full of the rights in accordance with this Section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Shares for issuance upon the exercise of the Rights. (d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (iparagraphs 4.1(b)(i) or (ii4.1(b)(ii) of subsection 3.1(b4.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or was acting jointly an Affiliate or in concert an Associate of an Acquiring Person or a Transferee (as such phrase is terms are defined in the Rights Agreement) or acting jointly or in concert with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b4.1(b) of the Rights Agreement."; provided, however, " provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person an Affiliate or Associate thereof or acting jointly or in concert with an Acquiring Personany of them. (e) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 4.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Securities Act (British Columbia) or comparable legislation in each of the other provinces of Canada and the 1933 Securities Act or the 1934 Exchange Act, and the rules and regulations thereunder in respect of the issue of Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections §3.1(b)) below, and §5.1(b), §5.1(c) and §5.1(d) hereof, in the event that prior to if, before the Expiration Time a Flip-in Event shall will occur, the Corporation shall will take such action as shall may be necessary to ensure and provide that, within 10 eight Business Days thereafter of such occurrence, or such longer period as may be required to satisfy the all applicable requirements of the applicable Securities Act, and the securities acts or comparable legislationlegislation of each other province of Canada that, except as provided below, each Right shall will thereafter constitute the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section §2.3 hereof in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section §2.3 shall hereof will have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such Acquiring Person); , or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transfereetransferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person) or of any Person acting jointly or in concert with an Acquiring Person) in a transfer made after the date hereof, whether Person or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement any Associate or scheme Affiliate of an Acquiring Person (or of any Affiliate or Associate of such Person so acting jointly or in concert concert) who becomes a transferee or successor in title concurrently with an or subsequent to the Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): shall Person becoming such, will become null and void without any further action, and any holder of such Rights (including transfereestransferees or successors in title) shall thereafter will not have no right any rights whatsoever to exercise such Rights under any provision of this Agreement and shall will not have thereafter any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i§3.1(b)(i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person§3.1(b)(ii), and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall will contain the following legend: "The Acquiring Person (all capitalized terms used herein have the meaning given to such terms in the Shareholder Rights represented by this Plan Agreement, dated September 15, 2010, as amended and restated from time to time, (the “Rights Certificate were Beneficially Owned by Agreement”)) or a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person (including, without limitation, a Person who has entered into an agreement or arrangement to sell Common Shares to an Acquiring Person). This Rights Certificate and the Rights represented hereby are void or shall will become void in the circumstances specified in subsection §3.1(b) of the Rights Agreement."; . provided, however, that the Rights Agent shall will not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall will be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or described in concert with an Acquiring Personsuch legend. This issuance of a Rights Certificate without the legend referred to in this §3.1(c) will have no effect on the provisions of §3.1.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 1.1 Flip-in Event (a) Subject to subsections Subsection 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereofSections 5.1 and 5.2, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation Company shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts laws or comparable legislationlegislation so that, except as provided below, each Right shall thereafter constitute the right to purchase from the CorporationCompany, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Sharesoccurred). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such Person acting jointly or in concert with an Acquiring Person); or (ii) a transfereetransferee of Rights, direct directly or indirectindirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such Person acting jointly or in concert with an Acquiring Person) ), that has the purpose or effect of avoiding clause (i) of this subsection Clause 3.1(b): ), shall become null and void without any further action, and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (iClause 3.1(b)(i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such phrase is terms are defined in the Shareholder Rights Plan Agreement) with an Acquiring Person). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection Subsection 3.1(b) of the Shareholder Rights Plan Agreement."; ” provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation Company in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or described in concert with an Acquiring Personsuch legend.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in over Transaction or Event. (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) Section 3.3 hereof, in the event that prior to the Expiration Time a Date the Company enters into, consummates or permits to occur any Flip-in Event shall occurover Transaction or Event, the Corporation Company shall take such action as shall be necessary to ensure ensure, and provide thatshall not enter into, within 10 Business Days thereafter consummate or permit to occur such longer period Flip-over Transaction or Event until it shall have entered into a supplemental agreement with the principal Person engaging in such Flip-over Transaction or Event (the "Flip-over Entity", as may be required to satisfy such term is more specifically defined in Section 1.1(m) hereof) for the requirements benefit of the applicable securities acts holders of the Rights, providing, that upon consummation of the Flip- over Transaction or comparable legislation, except as provided below, Event: (i) each Right shall thereafter constitute the right to purchase from the CorporationFlip-over Entity, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of such Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment to the Rights provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person); or; (ii) a transfereethe Flip-over Entity shall thereafter be liable for, direct and shall assume, by virtue of such Flip-over Transaction or indirectEvent and such supplemental agreement, all the obligations and duties of an Acquiring Person the Company pursuant to this Agreement; (or any Person acting jointly or in concert with an Acquiring Personiii) in a transfer made after the date hereof, whether or not term "Company" for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) that has the purpose or effect of avoiding clause (i) all purposes of this subsection 3.1(b): shall become void and any holder of such Rights (including transferees) Agreement shall thereafter have no right be deemed to exercise refer to such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.Flip-over Entity;

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to the provisions of Section 2.2 and subsections 3.1(b5.1(c), 5.1(b), 5.1(c(d) and 5.1(d(e) hereofhereof and except as provided below, in the event that if prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective at the Close of Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that that, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirectindirect transferee of, of an or other successor in title to, such Rights (a “Transferee”), who becomes a Transferee concurrently with or subsequent to the Acquiring Person (or any Person acting jointly or in concert with becoming an Acquiring Person) , in a transfer made after the date hereoftransfer, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) of this subsection 3.1(b): hereof; shall thereupon become and be null and void and any holder of such Rights (including transfereesany Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) hereof or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; ”, provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person an Affiliate or Associate thereof or acting jointly or in concert with an Acquiring Personany of them. The issuance of a Rights Certificate without the legend referred to in this subsection shall be of no effect on the provisions of this subsection.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections Subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof), in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislationlegislation or the rules of any stock exchange on which the Common Shares and Rights may be listed so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price Price, (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person, (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection Subsection 3.1(b): ), , shall become void and any holder of such Rights (including transferees) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this Subsection 3.1 (b) shall be deemed to be an Acquiring Person for the purposes of this Subsection 3.1 (b) and such Rights shall become null and void. (c) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy 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 of the United States and each of the states thereof and any other applicable law, rule or regulation in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection Subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection Subsection 3.1(b) of the Rights Agreement."; provided, however, ” provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person Person, an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Personany of them.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip4.1 FLIP-in EventOVER EVENT (a1) Subject to subsections 3.1(bsections 4.3 and 4.4 and subsection 7.1(2), 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that prior to the Expiration Time a the Corporation enters into, consummates or permits or suffers to occur any Flip-in Event shall occurOver Event, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, : (a) each Right shall thereafter from and after the date upon which any Flip-Over Event shall become effective constitute the right to purchase from such Person into which or with which the CorporationCorporation shall be consolidated, merged or amalgamated or with which the Corporation shall enter into a statutory arrangement or to which the Corporation shall sell assets (such Person being herein referred to as the "Flip-Over Entity"), upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Flip-Over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Over Event equal to twice the Exercise Market Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments to the Rights provided for in Section 2.3 section 3.2 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 section 3.2 shall have occurred with respect to such Common Sharesshares).; and (b) Notwithstanding the foregoing Flip-Over Entity shall be subject to all of the obligations, liabilities and duties of the Corporation pursuant to this Agreement; (2) The Corporation shall not enter into, consummate or permit or suffer to occur any other provisions Flip-Over Event unless and until it shall have entered into an agreement with the Flip-Over Entity supplemental to this Agreement pursuant to which the Flip-Over Entity shall covenant and agree, for the benefit of the holders from time to time of the Rights, to the matters contemplated by subsection 4.1(1) of this Agreement, upon . (3) The Corporation shall do all such acts and things and shall ensure that the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after Over Entity does all such acts and things as shall be necessary to ensure compliance with the earlier provisions of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) that has the purpose or effect of avoiding clause (isubsection 4.1(1) of this subsection 3.1(b): shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections Subsection 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereofSection 5.1, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, then: (i) each Right shall thereafter constitute constitute, effective at the close of business on the eighth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationAngiotech, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred occurred); (ii) in the event that the number of Shares that are authorized but not issued or allotted or reserved for issue (other than upon the exercise of Rights) is insufficient to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Clause 3.1(b)(ii)) to purchase from Angiotech that number of Shares per Right provided for in Clause 3.1(a)(i), then until such time as holders of Shares approve an increase in Angiotech’s authorized capital such that the number of Shares that are authorized but not issued or allotted or reserved for issue (other than upon the exercise of Rights) is sufficient to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Clause 3.1(b)(ii)) to purchase from Angiotech that number of Shares per Right provided for in Clause 3.1(a)(i), each whole Right shall constitute, effective at the close of business on the eighth Trading Day after the Stock Acquisition Date, the right to purchase from Angiotech, upon exercise thereof in accordance with respect the terms hereof, that number of Shares that is equal to one Share multiplied by the Adjustment Factor for an amount in cash equal to the Adjusted Exercise Price (such Common Sharesright to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transfereetransferee of Rights, direct directly or indirectindirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) ), that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Clause 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) From and after the Separation Time, Angiotech shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCBCA, the Securities Act (British Columbia) the Securities Act (Ontario), the U.S. Securities Act, the U.S. Exchange Act and the securities laws or comparable legislation in each of the provinces of Canada and each of the States of the United States in respect of the issue of Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents would represent Rights Beneficially Owned owned by a Person described in either clause (iClause 3.1(b)(i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of Angiotech in writing to the Rights Agent or contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection Subsection 3.1(b) of the Shareholder Rights Plan Agreement."; provided. Provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation Angiotech in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or described in concert with an Acquiring Personsuch legend. The issuance of a Rights Certificate without the legend referred to in this Subsection 3.1(d) shall be of no effect on the provisions of Subsection 3.1(b).

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) ), hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislationlegislation so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price Price, (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person Person, (or any Person acting jointly Affiliate or in concert with Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): ), shall become void and any holder of such Rights (including transferees) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person Person, an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Personany of them.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. Section 3.1 Flip-in Event. (a1) Subject to subsections 3.1(bSection 3.1(2) below, and Sections 5.1(2), 5.1(b), 5.1(c(3) and 5.1(d(4) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall may be necessary to ensure and provide that, within 10 eight (8) Business Days thereafter of such occurrence, or such longer period as may be required to satisfy the all applicable requirements of the Securities Act (British Columbia), and the securities legislation of each other province of Canada, the 1933 Securities Act, the 1934 Exchange Act, and the rules and regulations thereunder, and any other applicable securities acts law, rule or comparable legislationregulation that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b2) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: by (i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such Acquiring Person); or , or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transfereetransferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person) or of any Person acting jointly or in concert with an Acquiring Person) in a transfer made after the date hereof, whether Person or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement any Associate or scheme Affiliate of an Acquiring Person (or of any Affiliate or Associate of such Person so acting jointly or in concert concert) who becomes a transferee or successor in title concurrently with an or subsequent to the Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Person becoming such, shall become null and void without any further action, and any holder of such Rights (including transfereestransferees or successors in title) shall thereafter not have no right any rights whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c3) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i3.1(2)(i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person), and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (all capitalized terms used herein have the meaning given to such terms in the Shareholder Rights Plan Agreement, dated January 17, 2006, as amended and restated from time to time, (the “Rights Agreement”)) or a Person who was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person (including, without limitation, a Person who has entered into an agreement or arrangement to sell Common Shares to an Acquiring Person). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(bSection 3.1(2) of the Rights Agreement."; . provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or described in concert with an Acquiring Personsuch legend. This issuance of a Rights Certificate without the legend referred to in this Section 3.1(3) shall have no effect on the provisions of Section 3.1.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) ), hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislationlegislation so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person, (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with with, an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): ), shall become void and any holder of such Rights (including transferees) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.:

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 4.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(csubsection 4.1(b) and 5.1(d) hereofsection 6.1, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective on and after the Share Acquisition Date, the right to purchase from the Corporation, upon exercise thereof payment of the relevant Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the relevant Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 in section 3.2 upon each occurrence after the Share Acquisition Date of any event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Sharessection 3.2). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct transferee or indirect, other successor in title directly or indirectly (a "Transferee") of Rights held by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Person acting jointly Affiliate or in concert with Associate of an Acquiring Person) that has who becomes a Transferee concurrently with or subsequent to the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Acquiring Person becoming an Acquiring Person shall become null and void without any further action, and any holder of such Rights (including transfereesany Transferee) shall thereafter not have no any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b4.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b4.1(b) of the Rights Agreement."; provided, however, " provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed in writing to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly described in either clauses (i) or (ii) of subsection 4.1(b). (d) In the event that there shall not be sufficient Shares authorized for issuance to permit the exercise in concert full of the Rights in accordance with an Acquiring Personthis section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Shares for issuance upon the exercise of the Rights.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 (a) Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Unit Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transfereetransferee or other successor in title, direct directly or indirectindirectly (a “Transferee”), of Rights held by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) who becomes a Transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has REIT Trustees have determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): 4.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including transfereesany Transferee) shall thereafter not have no any right whatsoever to exercise such Rights under any provision of this Agreement and shall not thereafter have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b4.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation REIT in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or described in concert with an Acquiring Personsuch legend.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in over Transaction or Event. (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) Section 3.3 hereof, in the event that prior to the Expiration Time a Date the Company enters into, consummates or permits to occur any Flip-in Event shall occurover Transaction or Event, the Corporation Company shall take such action as shall be necessary to ensure ensure, and provide thatshall not enter into, within 10 Business Days thereafter consummate or permit to occur such longer period Flip-over Transaction or Event until it shall have entered into a supplemental agreement with the principal Person engaging in such Flip-over Transaction or Event (the "Flip-over Entity", as may be required to satisfy such term is more specifically defined in Section 1.1(m) hereof) for the requirements benefit of the applicable securities acts holders of the Rights, providing, that upon consummation of the Flip- over Transaction or comparable legislation, except as provided below, Event: (i) each Right shall thereafter constitute the right to purchase from the CorporationFlip-over Entity, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of such Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment to the Rights provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person); or; (ii) the Flip-over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Flip-over Entity; (iv) such Flip-over Entity shall take such steps (including, but not limited to, the reservation of a transfereesufficient number of its Common Shares, direct in the same manner applicable to the reservation of Preferred Shares provided by Section 2.2(g)(i) hereof) in connection with the consummation of such Flip-over Transaction or indirectEvent as may be necessary to assure that the provisions hereof shall thereafter be applicable; (v) confirming that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares of the Flip-over Entity upon exercise of outstanding Rights have been waived and that such transaction shall not result in a default by the Flip-over Entity under this Rights Agreement; and (vi) providing that, as soon as practicable after the date of such Flip-over Transaction or Event, the Flip-over Entity will: (A) prepare and file, as required by law, a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an Acquiring Person appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing, and use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act), until the date of expiration of the Rights, and similarly comply with applicable state securities laws: (B) use its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for quotation on the Nasdaq Stock Market; and (C) deliver to holders of the Rights historical financial statements for the Flip-over Entity which comply in all respects with the requirements for registration on Form 10 (or any Person acting jointly or in concert with an Acquiring Personsuccessor form) in a transfer made after under the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwiseExchange Act. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 FlipFLIP-in EventIN EVENT (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) ), hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislationlegislation so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price Price, (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person Person, (or any Person acting jointly Affiliate or in concert with Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): ), shall become void and any holder of such Rights (including transferees) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person Person, an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Personany of them.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b5.1(d), 5.1(c5.1(e) and 5.1(d) hereof5.1(f), in the event that if prior to the Expiration Time a Flip-in Event shall occuroccurs, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 ten Business Days thereafter of such occurrence or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislationlegislation of each of the provinces and territories of Canada and the states of the United States so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shareshas occurred). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or (ii) a transfereetransferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) ), that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including transfereesany transferee of, or other successor to, such Rights whether directly or indirectly) shall thereafter not have no any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights right whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (iparagraph 3.1(b)(i) or (ii) of subsection 3.1(b) or transferred to any nominee Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain substantially the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly an Affiliate or in concert an Associate of an Acquiring Person (as such phrase is terms are defined in the Rights Agreement) or a Person acting jointly or in concert with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."" and may also contain, where and when required, a French language version of such legend; provided, however, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly described in either paragraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Canada Business Corporations Act, the Securities Act (British Columbia), the Securities Act (Ontario), the 1933 Securities Act, the 1934 Exchange Act and any other applicable laws in concert respect of the issue of Common Shares upon the exercise of Rights in accordance with an Acquiring Personthis Agreement. (e) If, upon the occurrence of a Flip-In Event, the aggregate number of Common Shares issuable upon the exercise of all Rights then outstanding would exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, the number of Common Shares acquirable pursuant to each Right shall, notwithstanding subsection 3.1(a), be reduced pro rata to the extent necessary such that the aggregate number of Common Shares issuable upon the exercise of all outstanding Rights does not then exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, provided that any such pro rata reduction will not affect the Exercise Price or any other term of this Agreement relating to the Rights. 3.2 Fiduciary Duties of the Board of Directors of the Corporation For clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. Section 3.1 Flip-in EventEvent‌ (a1) Subject to subsections 3.1(b), 5.1(b), 5.1(c3.1(2) and 5.1(d) hereofSection 5.1, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b2) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by:by:‌ (ia) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (iib) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert connection with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): 3.1(2):‌ shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c3) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b3.1(2) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b3.1(2) of the Rights Agreement."”; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person Person, an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Personany of them.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections Section 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereofSection 5.1, in the event that prior to the Expiration Time a Flip-in Event shall occur, then each Right shall constitute, effective at the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter close of business on the tenth Trading Day (or such longer period as may be required to satisfy the requirements of the Securities Act (Québec) and any comparable legislation of any other applicable securities acts or comparable legislationjurisdiction) after the Stock Acquisition Date, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof of the Right in accordance with the terms hereofof this Agreement, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares).occurred): (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transfereetransferee or other successor in title of Rights, direct directly or indirectindirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), where such transferee or successor in title becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) ), that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Section 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the CBCA, the Securities Act (Québec) and the securities laws or comparable legislation in each of the provinces of Canada in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents would represent Rights Beneficially Owned owned by a Person described in either clause (iSection 3.1(b)(i) or (ii) of subsection 3.1(b3.1(b)(ii) or transferred to any nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of the Corporation in writing to the Rights Agent or contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such phrase is terms are defined in the Shareholder Rights Plan Agreement) with an Acquiring Person). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection Section 3.1(b) of the Shareholder Rights Plan Agreement."; . provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly described in such legend. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(d) shall be of no effect on the provisions of Section 3.1(b). Any Rights issued and registered in Book Entry Form (that are evidenced by an advice or other statement on which are maintained electronically the records of the transfers) after the Separation Time but prior to the Expiration Time, shall evidence one Right for each Right represented by such registration and the registration record of such Rights shall include the legend set forth in concert with an Acquiring Personthis Section 3.1(d), adapted accordingly as the Rights Agent may reasonably require.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in EventEvent‌‌ (a) Subject to subsections §3.1(b)) below, and §5.1(b), §5.1(c) and §5.1(d) hereof, in the event that prior to if, before the Expiration Time a Flip-in Event shall will occur, the Corporation shall will take such action as shall may be necessary to ensure and provide that, within 10 eight Business Days thereafter of such occurrence, or such longer period as may be required to satisfy the all applicable requirements of the applicable Securities Act, and the securities acts or comparable legislationlegislation of each other province of Canada that, except as provided below, each Right shall will thereafter constitute the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section §2.3 hereof in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section §2.3 shall hereof will have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such Acquiring Person); , or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transfereetransferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person) or of any Person acting jointly or in concert with an Acquiring Person) in a transfer made after the date hereof, whether Person or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement any Associate or scheme Affiliate of an Acquiring Person (or of any Affiliate or Associate of such Person so acting jointly or in concert concert) who becomes a transferee or successor in title concurrently with an or subsequent to the Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): shall Person becoming such, will become null and void without any further action, and any holder of such Rights (including transfereestransferees or successors in title) shall thereafter will not have no right any rights whatsoever to exercise such Rights under any provision of this Agreement and shall will not have thereafter any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i§3.1(b)(i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person§3.1(b)(ii), and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall will contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (all capitalized terms used herein have the meaning given to such terms in the Shareholder Rights Plan Agreement, dated November 17, 2008, as amended and restated from time to time, (the “Rights Agreement”)) or a Person who was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person (including, without limitation, a Person who has entered into an agreement or arrangement to sell Common Shares to an Acquiring Person). This Rights Certificate and the Rights represented hereby are void or shall will become void in the circumstances specified in subsection §3.1(b) of the Rights Agreement."; . provided, however, that the Rights Agent shall will not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall will be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or described in concert with an Acquiring Person.such legend. This issuance of a Rights Certificate without the legend referred to in this §3.1(c) will have no effect on the provisions of §3.1. General‌‌

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislationlegislation so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price Price, (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person, (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): ), shall become void and any holder of such Rights (including transferees) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Personany of them.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 4.1. Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(csubsection 4.1 (b) and 5.1(d) hereofsection 6.1, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective on and after the Share Acquisition Date, the right to purchase from the Corporation, upon exercise thereof payment of the relevant Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the relevant Exercise Price for an amount in cash equal to the relevant Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment adjustments provided for in Section 2.3 in section 3.2 upon each occurrence after the Share Acquisition Date of any event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Sharessection 3.2). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct transferee or indirect, other successor in title directly or indirectly (a "Transferee") of Rights held by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Person acting jointly Affiliate or in concert with Associate of an Acquiring Person) that has who becomes a Transferee concurrently with or subsequent to the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Acquiring Person becoming an Acquiring Person shall become null and void without any further action, and any holder of such Rights (including transfereesany Transferee) shall thereafter not have no any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b4.1 (b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b4.1 (b) of the Rights Agreement."; provided, however, . provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed in writing to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly described in either clauses (i) or (ii) of subsection 4.1(b). (d) In the event that there shall not be sufficient Shares authorized for issuance to permit the exercise in concert full of the Rights in accordance with an Acquiring Personthis section 4.1, the Corporation shall take all such action as may be necessary to authorize additional Shares for issuance upon the exercise of the Rights.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. ‌ 3.1 Flip-in EventEvent‌ (a) Subject to subsections Section 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereofSections 5.1 and 5.2, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation Partnership shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts laws or comparable legislationlegislation so that, except as provided below, each Right shall thereafter constitute the right to purchase from the CorporationPartnership, upon exercise thereof in accordance with the terms hereof, that number of Common Shares Units having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Sharesoccurred). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by:by:‌ (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); oror‌ (ii) a transfereetransferee of Rights, direct directly or indirectindirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Section 3.1(b),‌ shall become null and void without any further action, and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (iSection 3.1(b)(i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such phrase is terms are defined in the Unitholder Rights Plan Agreement) with an Acquiring Person). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection Section 3.1(b) of the Unitholder Rights Plan Agreement."; ” provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation Partnership in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or described in concert with an Acquiring Personsuch legend. The issuance of a Rights Certificate without the legend referred to in this Section 3.1 shall be of no effect on the provisions of this Section 3.1.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections Sections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, each Right shall thereafter constitute, effective as at the Corporation shall take such action as shall be necessary to ensure and provide thatClosing of Business on the tenth Trading Day after the Share Acquisition Date, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the Securities Act and the applicable securities acts or comparable legislationlegislation of each of the provinces and territories of Canada, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Share Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirectindirect (a "Transferee"), from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in where such Transferee becomes a transfer made after transferee concurrently with or subsequent to the date hereofAcquiring Person becoming such, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection Section 3.1(b): ), shall become void without any further action and any holder of such Rights (including transfereesTransferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection Section 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person who was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection Section 3.1(b) of the Rights Agreement."; ” provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a an Affiliate or Associate thereof or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person. (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the ABCA, the Securities Act and the securities laws or comparable legislation of each of the provinces and territories of Canada in respect of the issue of Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to the provisions of Section 2.2 and subsections 3.1(b), 5.1(b), 5.1(c(c) and 5.1(d(d) hereofhereof and except as provided below, in the event that if prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective at the Close of Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that that, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirectindirect transferee of, of an or other successor in title to, such Rights (a “Transferee”), who becomes a Transferee concurrently with or subsequent to the Acquiring Person (or any Person acting jointly or in concert with becoming an Acquiring Person) , in a transfer made after the date hereoftransfer, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) of this subsection 3.1(b): hereof; shall thereupon become and be null and void and any holder of such Rights (including transfereesany Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) hereof or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; ” provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person an Affiliate or Associate thereof or acting jointly or in concert with an Acquiring Personany of them. The issuance of a Rights Certificate without the legend referred to in this subsection shall be of no effect on the provisions of this subsection.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) subsection 3.1(b)and Section 5.1 hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Trading Days thereafter (or such longer period as may be required to satisfy the requirements of the Securities Act and any comparable legislation of any other applicable securities acts or comparable legislationjurisdictions) after the Stock Acquisition Date that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transfereetransferee of Rights, direct directly or indirectindirectly, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or either: (1) any Affiliate or Associate of an Acquiring Person, or (2) any Person acting jointly or in concert with with, an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): 3.1(b)(i), shall become void and any holder of such Rights (including transfereesa transferee or other successor to such Rights whether directly or indirectly) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (iclauses 3.1(b)(i) or (ii3.1(b)(ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided”, however, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person Person, an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Personany of them. (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the OBCA, the Securities Act, the securities laws or comparable legislation of each of the provinces of Canada and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections Sections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislationlegislation so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price Price, (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person, acting jointly or in concert with with, an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors of the Corporation acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person, (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with any Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Section 3.l(b), shall become void and any holder of such Rights (including transferees) shall thereafter have no right right, to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection Section 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection Section 3.1(b) of the Rights Agreement."; provided, however, Agreement provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly an Affiliate or in concert with an Acquiring PersonAssociate thereof.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. Section 3.1 Flip-in Event. (a1) Subject to subsections 3.1(bSection 3.1(2) below, and Sections 5.1(2), 5.1(b), 5.1(c(3) and 5.1(d(4) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall may be necessary to ensure and provide that, within 10 eight (8) Business Days thereafter of such occurrence, or such longer period as may be required to satisfy the all applicable requirements of the Securities Act (British Columbia), and the securities legislation of each other province of Canada, the 1933 Securities Act, the 1934 Exchange Act, and the rules and regulations thereunder, and any other applicable securities acts law, rule or comparable legislationregulation that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b2) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: by (i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such Acquiring Person); or , or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transfereetransferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person) or of any Person acting jointly or in concert with an Acquiring Person) in a transfer made after the date hereof, whether Person or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement any Associate or scheme Affiliate of an Acquiring Person (or of any Affiliate or Associate of such Person so acting jointly or in concert concert) who becomes a transferee or successor in title concurrently with an or subsequent to the Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Person becoming such, shall become null and void without any further action, and any holder of such Rights (including transfereestransferees or successors in title) shall thereafter not have no right any rights whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c3) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i3.1(2)(i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person), and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (all capitalized terms used herein have the meaning given to such terms in the Shareholder Rights Plan Agreement, dated January 17, 2006, as amended and restated from time to time, (the “Rights Agreement”)) or a Person who was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person (including, without limitation, a Person who has entered into an agreement or arrangement to sell Common Shares to an Acquiring Person). This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(bSection 3.1(2) of the Rights Agreement."; . provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly described in such legend. This issuance of a Rights Certificate without the legend referred to in this Section 3.1(3) shall have no effect on the provisions of Section 3.1. (4) Notwithstanding any other provision hereof, if the number of Common Shares which are authorized but not issued or allotted or reserved for issue (other than upon the exercise of Rights) is not sufficient to permit the exercise in concert full of the Rights upon the occurrence of a Flip-in Event in accordance with an Acquiring Personclause 3.1(1) then, upon such occurrence, each Right which is not void pursuant to clause 3.1(2), when such Right is aggregated with a sufficient number of Rights to acquire a whole number of Common Shares, shall constitute, effective on the Stock Acquisition Date, upon exercise thereof in accordance with the terms hereof, the right to purchase from the Corporation that number of Common Shares, at the price of $0.01 per Common Share, equal to the quotient determined by dividing: (i) the difference between the number of authorized Common Shares and the number of Common Shares then issued or allotted or reserved for issuance by the Corporation (other than upon the exercise of Rights); by (ii) the number of Rights then outstanding and which are not void pursuant to clause 3.1(2).

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in over Transaction or Event. ------------------------------ (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) Section 3.3 hereof, in the event that prior to the Expiration Time a Date the Company enters into, consummates, or permits to occur any Flip-in Event shall occurover Transaction or Event, the Corporation Company shall take such action as shall be necessary to ensure ensure, and provide thatshall not enter into, within 10 Business Days thereafter consummate, or permit to occur such longer period Flip-over Transaction or Event until it shall have entered into a supplemental agreement with the principal Person engaging in such Flip-over Transaction or Event (the "Flip-over Entity," as may be required to satisfy such term is more specifically defined in Section 1.1(m) hereof) for the requirements benefit of the applicable securities acts holders of the Rights, providing that upon consummation of the Flip-over Transaction or comparable legislation, except as provided below, Event: (i) each Right shall thereafter constitute the right to purchase from the CorporationFlip-over Entity, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of such Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment to the Rights provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person); or; (ii) the Flip-over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Flip-over Entity; (iv) such Flip-over Entity shall take such steps (including the reservation of a transfereesufficient number of its Common Shares, direct in the same manner applicable to the reservation of Preferred Shares provided by Section 2.2(g)(i) hereof) in connection with the consummation of such Flip-over Transaction or indirectEvent as may be necessary to assure that the provisions hereof shall thereafter be applicable; (v) confirming that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares of the Flip-over Entity upon exercise of outstanding Rights have been waived and that such transaction shall not result in a default by the Flip-over Entity under this Rights Agreement; and (vi) providing that, as soon as practicable after the date of such Flip-over Transaction or Event, the Flip-over Entity will: (1) prepare and file, as required by law, a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an Acquiring Person appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing, and use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act), until the date of expiration of the Rights, and similarly comply with applicable state securities laws; (2) use its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for quotation on the Nasdaq Stock Market; and (3) deliver to holders of the Rights historical financial statements for the Flip-over Entity that comply in all respects with the requirements for registration on Form 10 (or any Person acting jointly or in concert with an Acquiring Personsuccessor form) in a transfer made after under the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwiseExchange Act. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b5.1(d) and 5.1(e), 5.1(c) and 5.1(d) hereof, in the event that if prior to the Expiration Time a Flip-in Event shall occuroccurs, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 ten Business Days thereafter of such occurrence or such longer period as may be required to satisfy the requirements of the applicable securities acts 1933 Securities Act or comparable legislationlegislation of each of the provinces and territories of Canada and the states of the United States so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shareshas occurred). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or (ii) a transfereetransferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) ), that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including transfereesany transferee of, or other successor to, such Rights whether directly or indirectly) shall thereafter not have no any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights right whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Right Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (iparagraph 3.1(b)(i) or (ii) of subsection 3.1(b) or transferred to any nominee Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain substantially the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly an Affiliate or in concert an Associate of an Acquiring Person (as such phrase is terms are defined in the Rights Agreement) or a Person acting jointly or in concert with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."" and may also contain, where and when required, a French language version of such legend; provided, however, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly described in either paragraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provision of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Canada Business Corporations Act, the Securities Act (British Columbia) and any other applicable laws in concert respect of the issue of Common Shares upon the exercise of Rights in accordance with an Acquiring Personthis Agreement. (e) If, upon the occurrence of a Flip-In Event, the aggregate number of Common Shares issuable upon the exercise of all Rights then outstanding would exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, the number of Common Shares acquirable pursuant to each Right shall, notwithstanding subsection 3.1(a), be reduced pro rata to the extent necessary such that the aggregate number of Common Shares issuable upon the exercise of all outstanding Rights does not then exceed the aggregate number of Common Shares that the Corporation is then authorized to issue pursuant to its constating documents, provided that any such pro rata reduction will not affect the Exercise Price or any other term of this Agreement relating to the Rights.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. Section 3.1 Flip-in Event (a1) Subject to subsections 3.1(b)Section 3.1(2) below, 5.1(b), 5.1(c) and 5.1(d) Section 5.2 hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall may be necessary to ensure and provide that, within 10 Business Days thereafter of such occurrence, or such longer period as may be required to satisfy the all applicable requirements of the applicable Securities Act (Ontario), and the securities acts or comparable legislationlegislation of each other province of Canada and the 1933 Securities Act and 1934 Exchange Act and the securities laws of each state of the United States, as applicable, that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b2) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: by (i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such Acquiring Person); or , or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transfereetransferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person) or of any Person acting jointly or in concert with an Acquiring Person) in a transfer made after the date hereof, whether Person or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement any Associate or scheme Affiliate of an Acquiring Person (or of any Affiliate or Associate of such Person so acting jointly or in concert concert) who becomes a transferee or successor in title concurrently with an or subsequent to the Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Person becoming such, shall become null and void without any further action, and any holder of such Rights (including transfereestransferees or successors in title) shall thereafter not have no right any rights whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c3) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(bSection 3.1(2) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b3.1(2) of the Rights Agreement."; provided”, however, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person Person, an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Personany of them. (4) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the OBCA, the Securities Act (Ontario), the securities laws or comparable legislation of each of the provinces of Canada, the 1933 Securities Act and the 1934 Exchange Act, the securities laws of each state of the United States, as applicable, and any other applicable laws in respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c(c) and 5.1(d(d) hereofhereof and except as provided below, in the event that if prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective at the Close of Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in In Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that that, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirectindirect transferee of, of an or other successor in title to, such Rights (a “Transferee”), who becomes a Transferee concurrently with or subsequent to the Acquiring Person (or any Person acting jointly or in concert with becoming an Acquiring Person) , in a transfer made after the date hereoftransfer, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) of this subsection 3.1(b): hereof; shall thereupon become and be void and any holder of such Rights (including transfereesany Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent (as defined in Section 4.1), upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) hereof or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; ” provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person an Affiliate or Associate thereof or acting jointly or in concert with an Acquiring Personany of them. The issuance of a Rights Certificate without the legend referred to in this subsection shall be of no effect on the provisions of this subsection 3(b).

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. Section 3.1 Flip-in Event. (a1) Subject to subsections 3.1(bSection 3.1(2) below, and Sections 5.1(2), 5.1(b), 5.1(c(3) and 5.1(d(4) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall may be necessary to ensure and provide that, within 10 ten (10) Business Days thereafter of the Stock Acquisition Date, or such longer period as may be required to satisfy the all applicable requirements of the applicable Securities Act (British Columbia), and the securities acts or comparable legislationlegislation of each other province of Canada that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or the occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b2) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: by (i) an Acquiring Person (Person, or any Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such Acquiring Person); or , or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transfereetransferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person) or of any Person acting jointly or in concert with an Acquiring Person) in a transfer made after the date hereof, whether Person or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement any Associate or scheme Affiliate of an Acquiring Person (or of any Affiliate or Associate of such Person so acting jointly or in concert concert) who becomes a transferee or successor in title concurrently with an or subsequent to the Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Person becoming such, shall become null and void without any further action, and any holder of such Rights (including transfereestransferees or successors in title) shall thereafter not have no right any rights whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c3) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1 including, without limitation, all such acts and things as may be required to satisfy the requirements of the BCBCA, the Securities Act (i) British Columbia), the securities laws or (ii) comparable legislation of subsection 3.1(b) or transferred to any nominee each of any such Personthe provinces of Canada, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to applicable laws in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) respect of the issue of Common Shares upon the exercise of Rights in accordance with this Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in over Transaction or Event. (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) Section 3.3 hereof, in the event that prior to the Expiration Time a Date the Company enters into, consummates or permits to occur any Flip-in Event shall occurover Transaction or Event, the Corporation Company shall take such action as shall be necessary to ensure ensure, and provide thatshall not enter into, within 10 Business Days thereafter consummate or permit to occur such longer period Flip-over Transaction or Event until it shall have entered into a supplemental agreement with the principal Person engaging in such Flip-over Transaction or Event (the "Flip-over Entity", as may be required to satisfy such term is more specifically defined in Section 1.1(m) hereof) for the requirements benefit of the applicable securities acts holders of the Rights, providing, that upon consummation of the Flip-over Transaction or comparable legislation, except as provided below, Event: (i) each Right shall thereafter constitute the right to purchase from the CorporationFlip-over Entity, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of such Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment to the Rights provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person); or; (ii) the Flip-over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Flip-over Entity; (iv) such Flip-over Entity shall take such steps (including, but not limited to, the reservation of a transfereesufficient number of its Common Shares, direct in the same manner applicable to the reservation of Preferred Shares provided by Section 2.2(g)(i) hereof) in connection with the consummation of such Flip-over Transaction or indirectEvent as may be necessary to assure that the provisions hereof shall thereafter be applicable; (v) confirming that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares of the Flip-over Entity upon exercise of outstanding Rights have been waived and that such transaction shall not result in a default by the Flip-over Entity under this Rights Agreement; and (vi) providing that, as soon as practicable after the date of such Flip-over Transaction or Event, the Flip-over Entity will: (A) prepare and file, as required by law, a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an Acquiring Person appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing, and use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act), until the date of expiration of the Rights, and similarly comply with applicable state securities laws: (B) use its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for quotation on the Nasdaq Stock Market; and (C) deliver to holders of the Rights historical financial statements for the Flip-over Entity which comply in all respects with the requirements for registration on Form 10 (or any Person acting jointly or in concert with an Acquiring Personsuccessor form) in a transfer made after under the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwiseExchange Act. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to the provisions of Section 2.2 and subsections 3.1(b5.1(c), 5.1(b), 5.1(c(d) and 5.1(d(e) hereofhereof and except as provided below, in the event that if prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective at the Close of Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that that, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirectindirect transferee of, of an or other successor in title to, such Rights (a "Transferee"), who becomes a Transferee concurrently with or subsequent to the Acquiring Person (or any Person acting jointly or in concert with becoming an Acquiring Person) , in a transfer made after the date hereoftransfer, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) of this subsection 3.1(b): shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise.hereof; (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) hereof or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; , provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person an Affiliate or Associate thereof or acting jointly or in concert with an Acquiring Personany of them. The issuance of a Rights Certificate without the legend referred to in this subsection shall be of no effect on the provisions of this subsection.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b), 5.1(cSection 3.1 (b) and 5.1(d) hereofSection 5.1, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, then: (i) each Series A Right shall thereafter constitute constitute, effective at the close of business on the eighth Trading Day after the Stock Acquisition Date, the right to purchase from the CorporationTELUS, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred occurred); (ii) each Series B Right shall constitute, effective at the close of business on the eighth Trading Day after the Stock Acquisition Date, the right to purchase from TELUS, upon exercise thereof in accordance with respect the terms hereof, that number of Non-Voting Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such Common Sharesright to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred); (iii) in the event that there are insufficient authorized but unissued Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Section 3.1(b)(ii)) to purchase from TELUS that number of Shares per Right provided for in Section 3.1(a)(i) or 3.1(a)(ii), then until such time as holders of Shares approve an increase in TELUS’ authorized capital such that there are sufficient authorized but unissued Shares to permit each holder of a Right (other than an Acquiring Person or a transferee of the kind described in Section 3.1(b)(ii)) to purchase from TELUS that number of Shares per Right provided for in Section 3.1(a)(i) or 3.1(a)(ii), each whole Right shall constitute, effective at the close of business on the eighth Trading Day after the Stock Acquisition Date, the right to purchase from TELUS, upon exercise thereof in accordance with the terms hereof, that number of Shares that is equal to one Share multiplied by the Adjustment Factor for an amount in cash equal to the Adjusted Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after the consummation or occurrence or event, an event of a type analogous to any of the events described in Section 2.3 shall have occurred). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transfereetransferee of Rights, direct directly or indirectindirectly, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) ), where such transferee becomes a transferee concurrently with or subsequent to the Acquiring Person becoming such in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) ), that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): Section 3.1(b)(i), shall become null and void without any further action, and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) From and after the Separation Time, TELUS shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the BCBCA, the Securities Act (British Columbia), the Securities Act (Ontario), the U.S. Securities Act, the U.S. Exchange Act and the securities laws or comparable legislation in each of the provinces of Canada and each of the states of the United States in respect of the issue of Shares upon the exercise of Rights in accordance with this Agreement. (d) Any Rights Certificate that represents would represent Rights Beneficially Owned owned by a Person described in either clause (iSection 3.1(b)(i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate that would be issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall either not be issued upon the instruction of TELUS in writing to the Rights Agent or contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan Agreement) or a Person who was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection Section 3.1(b) of the Shareholder Rights Plan Agreement."; provided. Provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation TELUS in writing or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or described in concert with an Acquiring Personsuch legend. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(d) shall be of no effect on the provisions of Section 3.1(b).

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in EventEvent‌ (a) Subject to the provisions of Section 2.2 and subsections 3.1(b5.1(c), 5.1(b), 5.1(c(d) and 5.1(d(e) hereofhereof and except as provided below, in the event that if prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective at the Close of Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that that, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirectindirect transferee of, of an or other successor in title to, such Rights (a “Transferee”), who becomes a Transferee concurrently with or subsequent to the Acquiring Person (or any Person acting jointly or in concert with becoming an Acquiring Person) , in a transfer made after the date hereoftransfer, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) of this subsection 3.1(b): hereof; shall thereupon become and be null and void and any holder of such Rights (including transfereesany Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) hereof or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.”,

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(b), 5.1(b5.1(d), 5.1(c5.1(e) and 5.1(d) hereof5.1(f), in the event that if prior to the Expiration Time a Flip-in Event shall occuroccurs, the Corporation Company shall take such action as shall be necessary to ensure and provide thatprovide, within 10 ten Business Days thereafter of such occurrence or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislationlegislation of each of the provinces and territories of Canada and the states of the United States so that, except as provided below, each Right shall thereafter constitute the right to purchase from the CorporationCompany, upon exercise thereof payment of the Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence the Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shareshas occurred). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person); or (ii) a transfereetransferee of Rights, direct or indirect, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person or of any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) who becomes a transferee in a transfer made after the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Associate or Affiliate of an Acquiring Person) ), that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): paragraph 3.1(b)(i); shall become null and void without any further action, and any holder of such Rights (including transfereesany transferee of, or other successor to, such Rights whether directly or indirectly) shall thereafter not have no any right whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights right whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such Rights shall become null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (iparagraph 3.1(b)(i) or (ii) of subsection 3.1(b) or transferred to any nominee Nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain substantially the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly an Affiliate or in concert an Associate of an Acquiring Person (as such phrase is terms are defined in the Rights Agreement) or a Person acting jointly or in concert with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."” and may also contain, where and when required, a French language version of such legend; provided, however, provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly described in either paragraph 3.1(b)(i) or (ii). (d) From and after the Separation Time, the Company shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provision of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy the requirements of the Business Corporations Act (British Columbia), the Securities Act (British Columbia), the Securities Act (Alberta), the Securities Act (Ontario), the 1933 Securities Act, the 1934 Exchange Act and any other applicable laws in concert respect of the issue of Common Shares upon the exercise of Rights in accordance with an Acquiring Personthis Agreement. (e) If, upon the occurrence of a Flip-In Event, the aggregate number of Common Shares issuable upon the exercise of all Rights then outstanding would exceed the aggregate number of Common Shares that the Company is then authorized to issue pursuant to its constating documents, the number of Common Shares acquirable pursuant to each Right shall, notwithstanding subsection 3.1(a), be reduced pro rata to the extent necessary such that the aggregate number of Common Shares issuable upon the exercise of all outstanding Rights does not then exceed the aggregate number of Common Shares that the Company is then authorized to issue pursuant to its constating documents, provided that any such pro rata reduction will not affect the Exercise Price or any other term of this Agreement relating to the Rights. 3.2 Fiduciary and other Statutory Duties of the Board of Directors of the Company For clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary and other statutory duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Company with respect to any Take-over Bid or otherwise) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary and other statutory duties.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in EventEvent‌ (a) Subject to subsections 3.1(b)the provisions of Section 2.2 and Section 5.1 hereof and except as provided below, 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that if prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective at the Close of Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the CorporationCompany, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Company having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that that, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly Affiliate or in concert with an Acquiring Person); or (ii) a transferee, direct or indirect, Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person); or‌ (ii) a direct or indirect transferee of, or other successor in title to, such Rights (a “Transferee”), who becomes a Transferee concurrently with or subsequent to the Acquiring Person becoming an Acquiring Person, in a transfer made after the date hereoftransfer, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) of this subsection 3.1(b): hereof; shall thereupon become and be void and any holder of such Rights (including transfereesany Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent (as hereinafter defined), upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (iclauses 3.1(b)(i) or (ii3.1(b)(ii) of subsection 3.1(b) hereof or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.:

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in over Transaction or Event. (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) Section 3.3 hereof, in the event that prior to the Expiration Time a Date the Company enters into, consummates, or permits to occur any Flip-in Event shall occurover Transaction or Event, the Corporation Company shall take such action as shall be necessary to ensure ensure, and provide thatshall not enter into, within 10 Business Days thereafter consummate, or permit to occur such longer period Flip-over Transaction or Event until it shall have entered into a supplemental agreement with the principal Person engaging in such Flip-over Transaction or Event (the "Flip-over Entity," as may be required to satisfy such term is more specifically defined in Section 1.1(m) hereof) for the requirements benefit of the applicable securities acts holders of the Rights, providing that upon consummation of the Flip-over Transaction or comparable legislation, except as provided below, Event: (i) each Right shall thereafter constitute the right to purchase from the CorporationFlip-over Entity, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of such Flip-over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-in over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment to the Rights provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person); or; (ii) the Flip-over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Flip-over Entity; (iv) such Flip-over Entity shall take such steps (including the reservation of a transfereesufficient number of its Common Shares, direct in the same manner applicable to the reservation of Preferred Shares provided by Section 2.2(g)(i) hereof) in connection with the consummation of such Flip-over Transaction or indirectEvent as may be necessary to assure that the provisions hereof shall thereafter be applicable; (v) confirming that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares of the Flip-over Entity upon exercise of outstanding Rights have been waived and that such transaction shall not result in a default by the Flip-over Entity under this Rights Agreement; and (vi) providing that, as soon as practicable after the date of such Flip-over Transaction or Event, the Flip-over Entity will: (1) prepare and file, as required by law, a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an Acquiring Person appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing, and use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act), until the date of expiration of the Rights, and similarly comply with applicable state securities laws; (2) use its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for quotation on the Nasdaq Stock Market; and (3) deliver to holders of the Rights historical financial statements for the Flip-over Entity that comply in all respects with the requirements for registration on Form 10 (or any Person acting jointly or in concert with an Acquiring Personsuccessor form) in a transfer made after under the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwiseExchange Act. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections Sections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the Securities Act, the 1933 Securities Act and the applicable securities acts or comparable legislationlegislation of each of the provinces of Canada and the states of the United States so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in where such transferee becomes a transfer made after transferee concurrently with or subsequent to the date hereofAcquiring Person becoming such, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection Section 3.1(b): ), shall become void without any further action and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(bSection 3.l(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person who was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(bSection 3.l(b) of the Rights Agreement."; Agreement provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly an Affiliate or Associate thereof. (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy 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 of the United States and each of the states thereof in concert respect of the issue of Common Shares upon the exercise of Rights in accordance with an Acquiring Personthis Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections 3.1(bSubsection 3.1 (b) below, and Subsections 5.1 (b), 5.1(b), 5.1(c5.1 (c) and 5.1(d5.1 (d) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall may be necessary to ensure and provide that, within 10 eight (8) Business Days thereafter of such occurrence, or such longer period as may be required to satisfy the all applicable requirements of the applicable Securities Act (Ontario), and the securities acts or comparable legislationlegislation of each other province of Canada and, if applicable, of the United States of America that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, Corporation upon exercise thereof in accordance with the terms hereof, hereof that number of Common Shares of the Corporation having an aggregate Market Price on the date of the consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that after such date of consummation or occurrence occurrencte an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such Acquiring Person); or , or any Affiliate or Associate of such Person so acting jointly or in concert, or (ii) a transfereetransferee or other successor in title of Rights, direct directly or indirectindirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person) or of any Person acting jointly or in concert with an Acquiring Person) in a transfer made after the date hereof, whether Person or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement any Associate or scheme Affiliate of an Acquiring Person (who becomes a transferee or any successor in title concurrently with or subsequent to the Acquiring Person acting jointly or in concert with an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): becoming such, shall become null and void without any further action, and any holder of such Rights (including transfereestransferees or successors in title) shall thereafter not have no right any rights whatsoever to exercise such Rights under any provision of this Agreement and shall not have thereafter any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause (i) or (ii) of subsection 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to the provisions of Section 2.2 and subsections 3.1(b5.1(c), 5.1(b), 5.1(c(d) and 5.1(d(e) hereofhereof and except as provided below, in the event that if prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided below, each Right shall thereafter constitute constitute, effective at the Close of Business on the tenth Business Day after the relevant Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares of the Corporation having an aggregate Market Price on the date of consummation or occurrence of such Flip-Flip- in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 hereof in the event that that, after such date of consummation or occurrence occurrence, an event of a type analogous to any of the events described in Section 2.3 hereof shall have occurred with respect to such Common Shares). (b) Notwithstanding anything in this Agreement to the foregoing or any other provisions of this Agreementcontrary, upon the occurrence of any a Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or and the Stock Acquisition Date by: (i) an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or with an Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirectindirect transferee of, of an or other successor in title to, such Rights (a “Transferee”), who becomes a Transferee concurrently with or subsequent to the Acquiring Person (or any Person acting jointly or in concert with becoming an Acquiring Person) , in a transfer made after the date hereoftransfer, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement understanding or scheme of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding the provisions of this subsection 3.1(b) applicable in the circumstances contemplated in clause (i) of this subsection 3.1(b): hereof; shall thereupon become and be null and void and any holder of such Rights (including transfereesany Transferee) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in with respect of to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent, or any Co-Rights Agent, upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not void under this subsection 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this subsection 3.1(b) and such rights shall be null and void. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection 3.1(b) hereof or transferred to any nominee of any such Person, and any Rights Certificate issued upon the transfer, exchange, exchange or replacement or adjustment of any other Rights Certificate referred to in this sentence, sentence shall contain the following legend: "“The Rights represented by this Rights Certificate were Beneficially Owned by issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights Agreement."; ”, provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person an Affiliate or Associate thereof or acting jointly or in concert with an Acquiring Personany of them. The issuance of a Rights Certificate without the legend referred to in this subsection shall be of no effect on the provisions of this subsection.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Event (a) Subject to subsections Sections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof, in the event that prior to the Expiration Time a Flip-in Event shall occur, the Corporation shall take such action as shall be necessary to ensure and provide thatprovide, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the Securities Act, the 1933 Securities Act and the applicable securities acts or comparable legislationlegislation of each of the provinces of Canada and the states of the United States so that, except as provided below, each Right shall thereafter constitute the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.3 shall have occurred with respect to such Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Event, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person); or (ii) a transferee, direct or indirect, from an Acquiring Person (or any Affiliate or Associate of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) in where such transferee becomes a transfer made after transferee concurrently with or subsequent to the date hereofAcquiring Person becoming such, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection Section 3.1(b): ), shall become void without any further action and any holder of such Rights (including transferees) shall thereafter have no right to exercise such Rights under any provision of this Agreement and shall not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement or otherwise. (c) Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either clause clauses (i) or (ii) of subsection Section 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or who was an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or a Person who was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Personany of them. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection Section 3.1(b) of the Rights Agreement."; Agreement provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly an Affiliate or Associate thereof. (d) From and after the Separation Time, the Corporation shall do all such acts and things as shall be necessary and within its power to ensure compliance with the provisions of this Section 3.1, including without limitation, all such acts and things as may be required to satisfy 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 of the United States and each of the states thereof in concert respect of the issue of Common Shares upon the exercise of Rights in accordance with an Acquiring Personthis Agreement.

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS. 3.1 Flip-in Eventin. (a) Subject to subsections 3.1(b), 5.1(b), 5.1(c) and 5.1(d) hereof, in In the event that prior to the Expiration Time a Flip-in Event Date shall occur, the Corporation shall take such action as shall be necessary to ensure and provide that, within 10 Business Days thereafter or such longer period as may be required to satisfy the requirements of the applicable securities acts or comparable legislation, except as provided belowin this Section 3.1, each Right shall thereafter constitute the right to purchase from the CorporationCompany, upon exercise thereof in accordance with the terms hereofhereof (but subject to Section 5.10), that number of one one-thousandths of a share of Preferred Stock equal to that number of shares of Common Shares Stock, having an aggregate Market Price on the date of consummation or occurrence of such Stock Acquisition Date that gave rise to the Flip-in Event Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous order to protect the applicable adjustment provided for in Section 2.3 interests of the holders of Rights generally in the event that on or after such date of consummation or occurrence an event of a type analogous to Stock Acquisition Date any of the events described in Section 2.3 2.4(a) or (b), or any analogous event, shall have occurred with respect to such the Common Shares). (b) Notwithstanding the foregoing or any other provisions of this Agreement, upon the occurrence of any Flip-in Eventforegoing, any Rights that are or were Beneficially Owned on or after the earlier of the Separation Time or the Stock Acquisition Date by: (i) by an Acquiring Person (or an Affiliate or Associate thereof or by any Person acting jointly or in concert with an Acquiring Person); or (ii) a transferee, direct or indirect, of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) in a transfer made after of the date hereof, whether or not for consideration, that the Board of Directors acting in good faith has determined is part of a plan, arrangement or scheme of an Acquiring Person (or any Person acting jointly or in concert with an Acquiring Person) that has the purpose or effect of avoiding clause (i) of this subsection 3.1(b): foregoing shall become null and void and any holder of such Rights (including transferees) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement Agreement. If any Rights Certificate is presented for assignment or exercise and the Person presenting the same will not complete the certification set forth at the end of the form of assignment or notice of election to exercise and provide such additional evidence of the identity of the Beneficial Owner and its Affiliates and Associates (or former Beneficial Owners and their Affiliates and Associates) as the Company shall reasonably request, then the Company shall be entitled conclusively to deem the Beneficial Owner thereof to be an Acquiring Person or an Affiliate or Associate thereof or a transferee of any of the foregoing and accordingly will deem the Rights evidenced thereby to be null and void and not have any other rights whatsoever in respect of such Rights, whether under any provision of this Agreement transferable or otherwiseexercisable. (c) Any The Board of Directors of the Company may, at its option, at any time after a Flip-in Date and prior to the time that an Acquiring Person becomes the Beneficial Owner of more than 50% of the outstanding voting power of the Common Shares elect to exchange all (but not less than all) the then outstanding Rights Certificate (which shall not include Rights that represents have become null and void pursuant to the provisions of Section 3.1(b)) for shares of Preferred Stock, at an exchange ratio of one one-thousandth of a share of Preferred Stock, per Right, appropriately adjusted in order to protect the interests of holders of Rights Beneficially Owned by a Person generally in the event that after the Stock Acquisition Date any of the events described in either clause (iSection 2.4(a) or (ii) of subsection 3.1(b) b), or transferred any analogous event, shall have occurred with respect to any nominee of any the Common Shares (such Personexchange ratio, and any Rights Certificate issued upon transferas adjusted from time to time, exchange, replacement or adjustment of any other Rights Certificate being hereinafter referred to in this sentence, shall contain as the following legend: "The Rights represented by this Rights Certificate were Beneficially Owned by a Person who was an Acquiring Person or was acting jointly or in concert (as such phrase is defined in the Rights Agreement) with an Acquiring Person. This Rights Certificate and the Rights represented hereby are void or shall become void in the circumstances specified in subsection 3.1(b) of the Rights AgreementExchange Ratio")."; provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or a Person acting jointly or in concert with an Acquiring Person.