Common use of Agreement of Rights Holders Clause in Contracts

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the sameRights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to it will be bound by and subject to the provisions of this Agreementagreement, as amended from time to time in accordance with the terms hereof, in respect of all the Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided hereinin this agreement; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding despite any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoeverpurposes, and neither the Company Corporation nor the Rights Agent shall will be affected by any notice to the contrary; (e) that such holder of Rights it has waived his any right and is not entitled to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4section 6.5, without the approval of any holder the holders of Rights or Voting Shares or Rights and upon on the sole authority of the Board of Directors, acting in good faith, this Agreement agreement may be amended or supplemented or amended from time to time pursuant to and as provided hereinin this agreement; and (g) that notwithstanding anything in this Agreement agreement to the contrary, neither the Company Corporation nor the Rights Agent shall will have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any a governmental authority authority, prohibiting or otherwise restraining performance of such obligationobligations.

Agreement of Rights Holders. Every holder of Rights, by accepting the samesuch Rights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, Agreement in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right is not entitled to receive any fractional Rights or any fractional shares Common Shares or other securities upon the exercise of a Right (except as provided herein)Rights; (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be amended or supplemented or amended from time to time pursuant to in accordance with the provisions of Section 5.5 and as provided hereinthe third last paragraph of Subsection 2.3(b); and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, Time each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may shall be entitled to deem and treat the Person person in whose name the Rights Certificate (or, or prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein)Right; (f) that, subject to the provisions of in accordance with Section 5.45.4 hereof, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, faith this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation, or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of RightsRights that: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Rightshare of Common Stock; (cb) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (dc) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificateCommon Stock certificate or Common Stock registration, if uncertificated) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificateCommon Stock certificate or Common Stock registration, if uncertificated) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (ed) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided hereinBeneficially Owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become null and void; (fe) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time in accordance with its terms; (f) the Board of Directors shall have the exclusive power and authority delegated to it pursuant to and as provided hereinSection 5.13; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that after the Separation Time, the Rights Certificates Certificate will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to in accordance with the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason reasons of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; and (g) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, this Agreement may be supplemented or amended from time to time to cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; and (g) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to be such holder is bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all the Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (except as provided herein);; and (f) that, subject to the provisions of Section 5.4section 6.5, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that and notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any a governmental authority authority, prohibiting or otherwise restraining performance of such obligationobligations.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that that, after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Common Shares and upon the sole authority of the Board of Directors, acting in good faith, faith this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that that, notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the samesuch Rights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, Agreement in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right is not entitled to receive any fractional Rights or any fractional shares Common Shares or other securities upon the exercise of a Right (except as provided herein)Rights; (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors by Board Resolution and acting in good faith, this Agreement may be amended or supplemented or amended from time to time pursuant to in accordance with the provisions of Section 5.5 and as provided hereinthe third last paragraph of Subsection 2.3(b); and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (ai) to be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held; (bii) that prior to the Separation Time, Time each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (ciii) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (div) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may shall be entitled to deem and treat the Person person in whose name the Rights Certificate (or, or prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (ev) that such holder of Rights has waived his or her right to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (Rights except as provided herein); (fvi) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, faith this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (gvii) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Board of Directors nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its the inability of the Corporation, the Board of Directors or the Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of RightsRights that: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (cb) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (dc) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificatecertificate or Common Share registration, if uncertificated) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificatecertificate or Common Share registration, if uncertificated) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (ed) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided hereinBeneficially Owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become null and void; (fe) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time in accordance with its terms; (f) the Board of Directors shall have the exclusive power and authority delegated to it pursuant to and as provided hereinSection 5.13; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will shall be transferable only together with, and will shall be transferred by a transfer of, the associated Voting Share certificate representing such RightShare; (cb) that after the Separation Time, the Rights Certificates will shall be transferable only on the Rights Register Register, as provided herein; (dc) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (ed) that such holder of Rights has waived his right all rights to receive any fractional Rights Right or any fractional shares or other securities Share upon exercise of a Right Right; (except e) such holder is otherwise bound by and subject to the provisions of this Agreement, as provided herein)amended from time to time in accordance with the terms hereof in respect of all Rights held; (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided hereinthe last sentence of the penultimate paragraph of subsection 2.3(a) hereof upon the sole authority of the Board of Directors without the approval of any holder of Rights; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the sameRights, consents and agrees with the Company and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of a transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the samesuch Rights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightShares; (c) that that, after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his its right to receive any fractional Rights or any fractional shares Shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the samesuch Rights, consents and agrees with the Company and the Rights Agent and with every other holder of RightsRights that: (a) to such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right is not entitled to receive any fractional Rights or any fractional shares or other securities Common Shares upon the exercise of a Right (except as provided herein)Rights; (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; and (g) that, subject to the provisions of Section 5.5, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, this Agreement may be supplemented or amended from time to time to cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that that, after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Common Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, faith this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that that, notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company TransAlta and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyTransAlta, the Rights Agent and any agent of the Company TransAlta or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company TransAlta or the Rights Agent) for all purposes whatsoever, and neither the Company TransAlta nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company TransAlta nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; and (g) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, this Agreement may be supplemented or amended from time to time to cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to such holder of Rights shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.45.5, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided hereinhere; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, such Rights consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all the Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate certificate, made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right is not entitled to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent and their respective directors and officers shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, commission or any statute, rule, regulations regulation or executive order promulgated or enacted by any such governmental authority or regulatory authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant including, without limitation, to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, governmental regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Xxxx Xxxxxx and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate, or if no certificate evidences the Common Share registration, satisfactory evidence of the associated Common Share registration) for registration of transfer, the CompanyXxxx Xxxxxx, the Rights Agent and any agent of the Company Xxxx Xxxxxx or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate, or if no certificate evidences the Common Share registration, satisfactory evidence of the associated Common Share registration) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Xxxx Xxxxxx or the Rights Agent) for all purposes whatsoever, and neither the Company Xxxx Xxxxxx nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Section 5.4(a) and as provided hereinthe last sentence of the penultimate paragraph of Section 2.3(a); and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Xxxx Xxxxxx nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that that, after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Common Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, faith this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that that, notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to be such holder is bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will shall be transferable only together with, and will shall be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will shall be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the certificate evidencing the associated Voting Share Common Shares certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the certificate evidencing the associated Voting Share Common Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the certificate evidencing the associated Voting Share certificate Common Shares made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right all rights to receive any fractional Rights Right or any fractional shares Common Share or other securities upon exercise of a Right (except as provided herein);; and (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all the Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his its right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.46.5, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any a governmental authority authority, prohibiting or otherwise restraining performance of such obligationobligations.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his its right to receive any fractional Rights or any fractional shares Common Shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation. The Rights Agent shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any Rights or Common Shares issuable upon the exercise thereof. The Rights Agent shall be entitled to process all transfers and exercises of Rights upon the presumption that such transfers or exercises are permissible pursuant to all applicable laws and regulatory requirements. The Rights Agent shall have no obligation to ensure that the legends appearing on the Rights Certificates or Common Shares comply with regulatory requirements or securities laws of any applicable jurisdiction.

Agreement of Rights Holders. ‌ Every holder of Rights, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; and (g) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, this Agreement may be supplemented or amended from time to time to cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Trust and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share Unit certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) for registration of transfer, the CompanyTrust, the Rights Agent and any agent of the Company Trust or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share Unit certificate made by anyone other than the Company Trust or the Rights Agent) for all purposes whatsoever, and neither the Company Trust nor the Rights Agent shall be affected by any notice notice, to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares Units or other securities upon exercise of a Right (except as provided hereinherein and as may be permitted by the Declaration of Trust); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares Units and upon the sole authority of the Board of DirectorsTrustees, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and; (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Trust nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the samesuch Rights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share share certificate representing such Right; (c) that that, after the Separation Time, the Rights Certificates each Right will be transferable only together with and will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share share certificate) for registration of or transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his his, her or its right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right Rights (except as provided herein); (f) that, subject to the provisions of Section 5.45.5, without the approval of any holder of Rights or Voting Shares shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that that, notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its the inability of the Corporation or the Rights Agents to perform any of its the obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other orderdecree, decree order or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, Time each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may shall be entitled to deem and treat the Person person in whose name the Rights Certificate (or, or prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein)Right; (f) that, subject to the provisions of Section 5.4, that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, faith this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation, or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder Holder of Rights, by accepting such Rights, becomes a party to this Agreement and for greater certainty is bound by the same, provisions herein and consents and agrees with the Company Corporation and the Rights Agent and with every other holder Holder of RightsRights that: (a) to such Holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfertransfer or exchange, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights Holder is not entitled and has waived his right to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder Holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder Holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of a preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the samesuch Rights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that that, after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his its right to receive any fractional Rights or any fractional shares Common Shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, 5.4 without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, Rights consents and agrees with the Company and the Rights Agent and with every other holder of RightsRights that: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Rightshare of Common Stock; (cb) that as of and after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (dc) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificateCommon Stock certificate or Common Stock registration, if uncertificated) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificateCommon Stock certificate or Common Stock registration, if uncertificated) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (ed) Rights that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided hereinare Beneficially Owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become null and void; (fe) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time in accordance with its terms; (f) the Board of Directors (or any committee thereof, to the extent delegated any such power and authority by the Board of Directors) shall have the exclusive power and authority delegated to it pursuant to and as provided hereinSection 5.14; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company shall use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights Holders. Every holder of Rights, by accepting the samesuch Rights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightShare; (c) that that, after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right is not entitled to receive any fractional Rights or any fractional shares Common Shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented supplemented, amended or amended restated from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Section 5.4(a) and as provided hereinthe last sentence of the penultimate paragraph of Section 2.3(a); and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to be such holder is bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will shall be transferable only together with, and will shall be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will shall be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the certificate evidencing the associated Voting Share Common Shares certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the certificate evidencing the associated Voting Share Common Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the certificate evidencing the associated Voting Share certificate Common Shares made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right all rights to receive any fractional Rights Right or any fractional shares Common Share or other securities upon exercise of a Right (except as provided herein);; and (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and. (g) that notwithstanding Notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority prohibiting authority, providing or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, Time each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may shall be entitled to deem and treat the Person person in whose name the Rights Certificate (or, or prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice or knowledge to the contrary, except as required by statute or by order of a court of competent jurisdiction; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein)Right; (f) that, subject to the provisions of in accordance with Section 5.45.4 hereof, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, faith this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation, or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that after the Separation Time, the Rights Certificates Certificate will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificateCertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his his, her or its right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.45.4 hereof, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Board of Directors nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its the inability of the Corporation, the Board of Directors or the Rights Agent to perform any of its their obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree decree, notice of hearing or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation, or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise inhibiting or restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to he will be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the certificate or other evidence of ownership of the associated Voting Share certificateCommon Share) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, faith this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, such Rights consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all the Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Class A Share certificate representing such Rightor Class B Share, as the case may be; (c) that after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Class A Share certificate or Class B Share certificate, as the case may be) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Class A Share certificate or Class B Share certificate, as the case may be) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Class A Share certificate or Class B Share certificate, as the case may be, made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right is not entitled to receive any fractional Rights or any fractional shares Class A Shares or other securities Class B Shares, as the case may be, upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent and their respective directors and officers shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, commission or any statute, rule, regulations regulation or executive order promulgated or enacted by any such governmental authority or regulatory authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company TransAlta and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyTransAlta, the Rights Agent and any agent of the Company TransAlta or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company TransAlta or the Rights Agent) for all purposes whatsoever, and neither the Company TransAlta nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right is not entitled to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company TransAlta nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; and (g) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein.

Agreement of Rights Holders. Every holder of Rights, by accepting the sameRights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereofof this Agreement, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such the Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided hereinin this Agreement; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof of the certificate and of the Rights evidenced thereby by the certificate (notwithstanding any notations of ownership or writing on such the Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall will be affected by any notice to the contrary; (e) that such holder of Rights has waived his its right to receive any fractional Rights or any fractional shares Common Shares or other securities upon exercise of a Right (except as provided hereinin this Agreement and as may be permitted by the constating documents of the Corporation); (f) that, subject to the provisions of Section 5.45.6, without the approval of any holder of Rights or Voting Common Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided hereinin this Agreement; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, Rights consents and agrees with the Company and the Rights Agent and with every other holder of RightsRights that: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Rightshare of Common Stock; (cb) that as of and after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (dc) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificateCommon Stock certificate or Common Stock registration, if uncertificated) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificateCommon Stock certificate or Common Stock registration, if uncertificated) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (ed) Rights that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided hereinare Beneficially Owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become null and void; (fe) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time in accordance with its terms; (f) the Board of Directors of the Company or Rights Plan Committee, as the case may be, shall have the exclusive power and authority delegated to it pursuant to and as provided hereinSection 5.14; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company shall use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights Holders. Every holder of Rights, a Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of Rightsa Right that: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Rightshare of Common Stock; (cb) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (dc) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificateCommon Stock certificate or Common Stock registration, if uncertificated) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificateCommon Stock certificate or Common Stock registration, if uncertificated) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (ed) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided hereinBeneficially Owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become null and void; (fe) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; andSection 2.4(b) or 5.4; (gf) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its the Rights Agent’s inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible; and (g) the Board of Directors shall have the exclusive power and authority delegated to it pursuant to Section 5.13.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all the Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities Shares upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in any contrary provision of this Agreement to the contraryAgreement, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended, amended and restated, or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, Time each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate Registration (including the related Common Share certificate, if any) representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate, or if no certificate evidences the Share Registration, satisfactory evidence of the associated Share Registration) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may shall be entitled to deem and treat the Person person in whose name the Rights Certificate is registered (or, prior to the Separation Time, the associated Voting Common Share certificate, or if no certificate evidences the Share Registration, satisfactory evidence of the associated Share Registration, the Person in whose name the Share Registration is made) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the any associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein)Rights; (f) that, subject to the provisions of in accordance with Section 5.45.4 hereof, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, faith this Agreement may be supplemented supplemented, amended or amended and restated from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation, or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the samea Right, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to it will be bound by and subject to the provisions of this Agreementagreement, as amended from time to time in accordance with the terms hereof, in respect of all the Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided hereinin this agreement; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding despite any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoeverpurposes, and neither the Company Corporation nor the Rights Agent shall will be affected by any notice to the contrary; (e) that such holder of Rights it has waived his any right and is not entitled to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (except as provided herein)Right; (f) that, subject to the provisions of Section 5.4section 6.5, without the approval of any holder the holders of Rights or Voting Shares or Rights and upon on the sole authority of the Board of Directors, acting in good faith, this Agreement agreement may be amended or supplemented or amended from time to time pursuant to and as provided hereinin this agreement; and (g) that notwithstanding anything in this Agreement agreement to the contrary, neither the Company Corporation nor the Rights Agent shall will have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any a governmental authority authority, prohibiting or otherwise restraining performance of such obligationobligations.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended and supplemented from time to time in accordance with the terms hereof, in respect of all the Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (except as provided herein);; and (f) that, subject to the provisions of Section 5.4, that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to such holder of Rights shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.45.5, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided hereinhere; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the sameRights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereofof this Agreement, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such the Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided hereinin this Agreement; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof of the certificate and of the Rights evidenced thereby by the certificate (notwithstanding any notations of ownership or writing on such the Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall will be affected by any notice to the contrary; (e) that such holder of Rights has waived his its right to receive any fractional Rights or any fractional shares Common Shares or other securities upon exercise of a Right (except as provided hereinin this Agreement and as may be permitted by the constating documents of the Corporation); (f) that, subject to the provisions of Section 5.45.5, without the approval of any holder of Rights or Voting Common Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided hereinin this Agreement; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) a. to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that b. that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) c. that after the Separation Time, the Rights Certificates Certificate will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that d. that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) e. that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) f. that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that g. that, notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, such Rights consents and agrees with the Company and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all the Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate, if any) for registration of transfer, the Company, the Rights Agent Agent, and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate, if any) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate certificate, if any, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right is not entitled to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, 6.5 that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent and their respective directors, officers, employees, and agents shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree decree, or ruling issued by a court of competent jurisdiction or by a governmental, regulatory regulatory, or administrative agency or commission, or any statute, rule, regulations regulation, or executive order promulgated or enacted by any such governmental authority or regulatory authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that after the Separation Time, the Rights Certificates Certificate will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificateCertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his his, her or its right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.45.4 hereof, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Board of Directors nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its the inability of the Company, the Board of Directors or the Rights Agent to perform any of its their obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree decree, notice of hearing or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation, or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise inhibiting or restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his its right to receive any fractional Rights or any fractional shares Common Shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation. The Rights Agent shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any Rights or Common Shares issuable upon the exercise thereof. The Rights Agent shall be entitled to process all transfers and exercises of Rights upon the presumption that such transfers or exercises are permissible pursuant to all applicable laws and regulatory requirements. The Rights Agent shall have no obligation to ensure that the legends appearing on the Rights Certificates or Common Shares comply with regulatory requirements or applicable securities laws of any applicable jurisdiction.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Trust and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share Unit certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) for registration of transfer, the CompanyTrust, the Rights Agent and any agent of the Company Trust or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share Unit certificate made by anyone other than the Company Trust or the Rights Agent) for all purposes whatsoever, and neither the Company Trust nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares Units or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares Units and upon the sole authority of the Board of DirectorsTrustees, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(a) and as provided hereinthe last sentence of the penultimate paragraph of Subsection 2.3(a); and (g) that that, notwithstanding anything in this Agreement to the contrary, neither the Company Trust nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the samesuch Rights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, Agreement in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right is not entitled to receive any fractional Rights or any fractional shares Common Shares or other securities upon the exercise of a Right (except as provided herein)Rights; (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be amended or supplemented or amended from time to time pursuant to in accordance with the provisions of Section 5.5 and as provided hereinthe third last paragraph of Subsection 2.3(b); and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of applicable law, including any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Crosshair and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCrosshair, the Rights Agent and any agent of the Company Crosshair or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Crosshair or the Rights Agent) for all purposes whatsoever, and neither the Company Crosshair nor the Rights Agent shall be affected by any notice or knowledge, except as required by statute or by order of a court of competent jurisdiction, to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Section 5.4 and as provided hereinthe last sentence of the penultimate paragraph of Subsection 2.3(a); and (g) that notwithstanding anything in this Agreement to the contrary, neither none of Crosshair, the Company nor Board of Directors or the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its the inability of Crosshair, the Board of Directors or the Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that after the Separation Time, the Rights Certificates Certificate will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificateCertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his his, her or its right to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.45.4 hereof, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Board of Directors nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its the inability of the Company, the Board of Directors or the Rights Agent to perform any of its their obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree decree, notice of hearing or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation, or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise inhibiting or restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Canadian Superior and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCanadian Superior, the Rights Agent and any agent of the Company Canadian Superior or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Canadian Superior or the Rights Agent) for all purposes whatsoever, and neither the Company Canadian Superior nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein);; and (f) that, subject to the provisions of Section 5.4, that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Trust and the Rights Agent and with every other holder of Rights: (a) to be he bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, hereof in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, of the associated Voting Share Unit certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment presentation of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) for registration of transfer, the CompanyTrust, the Rights Agent and any agent of the Company Trust or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share Unit certificate made by anyone other than the Company Trust or the Rights Agent) for all purposes whatsoever, and neither the Company Trust nor the Rights Agent shall be affected by any notice notice, to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares Voting Units or other securities upon exercise of a Right (except as provided hereinherein and as may be permitted by the constating documents of the Trust); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares Units and upon the sole authority of the Board of DirectorsTrustees, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Trust nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice notice, to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares Common Shares or other securities upon exercise of a Right (except as provided hereinherein and as may be permitted by the constating documents of the Company); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Common Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the sameRights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his its right to receive any fractional Rights or any fractional shares Common Shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation. The Rights Agent shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any Rights or Common Shares issuable upon the exercise thereof. The Rights Agent shall be entitled to process all transfers and exercises of Rights upon the presumption that such transfers or exercises are permissible pursuant to all applicable laws and regulatory requirements. The Rights Agent shall have no obligation to ensure that the legends appearing on the Rights Certificates or Common Shares comply with regulatory requirements or securities laws of any applicable jurisdiction. Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent shall not be liable under any circumstances whatsoever for any: (a) breach by any other party of securities law or other rule of any securities regulatory authority; (b) lost profits; or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company TransAlta and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyTransAlta, the Rights Agent and any agent of the Company TransAlta or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company TransAlta or the Rights Agent) for all purposes whatsoever, and neither the Company TransAlta nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right is not entitled to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company TransAlta nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; and (g) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to andto cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; and (g) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, this Agreement may be supplemented or amended from time to time to cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company REIT and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all the Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share Unit certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) for registration of transfer, the CompanyREIT, the Rights Agent and any agent of the Company REIT or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share Unit certificate made by anyone other than the Company REIT or the Rights Agent) for all purposes whatsoever, and neither the Company REIT nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or Rights, any fractional shares Units or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4section 6.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, REIT Trustees acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company REIT nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of RightsRights that: (a) such holder is to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will shall be transferable only together with, and will shall be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will shall be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the certificate evidencing the associated Voting Share Common Shares certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the certificate evidencing the associated Voting Share Common Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the certificate evidencing the associated Voting Share certificate Common Shares made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right all rights to receive any fractional Rights Right or any fractional shares Common Share or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, a Right consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to it will be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightShare; (c) that after the Separation Time, the Rights Certificates will shall be transferable only upon the registration of the transfer on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that without the approval of any holder of Rights and upon the sole authority of the Board of Directors of the Corporation acting in good faith this Agreement may be supplemented or amended from time to time as provided herein; (f) such holder of Rights has waived his its right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Partnership and the Rights Agent and with every other holder of RightsRights that: (a) to such holder of Rights shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share Unit certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) for registration of transfer, the CompanyPartnership, the Rights Agent and any agent of the Company Partnership or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share Unit certificate made by anyone other than the Company Partnership or the Rights Agent) for all purposes whatsoever, and neither the Company Partnership nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares Units or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.45.5, without the approval of any holder of Rights or Voting Shares Units and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided hereinhere; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Partnership nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, hereof in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that that, after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his its right to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of either Rights or Voting Common Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, faith this Agreement may be supplemented or amended from time to time pursuant to and as provided in clause 5.4 herein; and (g) that that, notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Common Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein);; and (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, Time each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may shall be entitled to deem and treat the Person person in whose name the Rights Certificate (or, or prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein)Right; (f) that, subject to the provisions of in accordance with Section 5.45.7 hereof, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, faith this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation, or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of RightsRights that: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Rightshare of Common Stock; (cb) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (dc) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificateCommon Stock certificate or Common Stock of registration, if uncertificated) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificateCommon Stock certificate or Common Stock registration, if uncertificated) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (ed) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided hereinBeneficially Owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become null and void; (fe) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement Plan may be supplemented or amended from time to time in accordance with its terms; (f) the Board of Directors shall have the exclusive power and authority delegated to it pursuant to and as provided hereinSection 5.12; and (g) that notwithstanding anything in this Agreement Plan to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement Plan by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to be such holder is bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will shall be transferable only together with, and will shall be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will shall be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the certificate evidencing the associated Voting Share Common Shares certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the certificate evidencing the associated Voting Share Common Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the certificate evidencing the associated Voting Share certificate Common Shares made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right all rights to receive any fractional Rights Right or any fractional shares Common Share or other securities upon exercise of a Right (except as provided herein); (f) thatnotwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; and (g) subject to the provisions of Section section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Partnership and the Rights Agent and with every other holder of RightsRights that: (a) to such holder of Rights shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share Unit certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) for registration of transfer, the CompanyPartnership, the Rights Agent and any agent of the Company Partnership or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share Unit certificate made by anyone other than the Company Partnership or the Rights Agent) for all purposes whatsoever, and neither the Company Partnership nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares Units or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.45.5, without the approval of any holder of Rights or Voting Shares Units and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; andhere; (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Partnership nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; and (h) any Units issued to such holder of Rights pursuant to such holder’s exercise of any of the Rights held thereby shall be subject to and governed by all the terms of the REIT’s Amended and Restated Limited Partnership Agreement dated June 17, 2021, as the same may be amended, modified, supplemented or amended and restated from time to time, including, without limitation, the restrictions on transfer and ownership of Units set forth in Article 4 thereof.

Agreement of Rights Holders. Every holder Holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder Holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfertransfer or exchange, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder Holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder Holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder Holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of a preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the samesuch Rights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightShare; (c) that that, after the Separation Time, the Rights Certificates Certificate will be transferable only on the Rights Register as provided herein; (d) that that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his its right to receive any fractional Rights or any fractional shares Common Shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that that, notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its the inability to perform any of its obligations under this Agreement by reason of applicable law, including any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, Rights consents and agrees with the Company and the Rights Agent and with every other holder of RightsRights that: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Rightshare of Common Stock; (cb) that as of and after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (dc) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificateCommon Stock certificate or Common Stock registration, if uncertificated) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificateCommon Stock certificate or Common Stock registration, if uncertificated) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (ed) Rights that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided hereinare Beneficially Owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become null and void; (fe) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time in accordance with its terms; (f) the Board of Directors shall have the exclusive power and authority delegated to it pursuant to and as provided hereinSection 5.14; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company shall use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company EIFH and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyEIFH, the Rights Agent and any agent of the Company EIFH or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company EIFH or the Rights Agent) for all purposes whatsoever, and neither the Company EIFH nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of EIFH Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company EIFH nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligationobligations.

Agreement of Rights Holders. Every holder of Rights, by accepting the samesuch Rights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that that, after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his its right to receive any fractional Rights or any fractional shares Common Shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Section 5.4(a) and as provided hereinthe last sentence of the penultimate paragraph of Section 2.3(a); and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the samesuch Rights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, Agreement in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right is not entitled to receive any fractional Rights or any fractional shares Common Shares or other securities upon the exercise of a Right (except as provided herein)Rights; (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be amended, supplemented or amended restated from time to time pursuant to in accordance with the provisions of Section 5.5 and as provided hereinthe third last paragraph of Section 2.3(b); and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the samesuch Rights, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right is not entitled to receive any fractional Rights or any fractional shares Common Shares or other securities upon the exercise of a Right (except as provided herein)Rights; (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to in accordance with the provisions of Section 5.4 and as provided hereinthe third last paragraph of Subsection 2.3(b); and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to he will be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein;. (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the evidence of ownership of the associated Voting Share certificateCommon Share) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, faith this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, Time each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may shall be entitled to deem and treat the Person person in whose name the Rights Certificate (or, or prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein)Right; (f) that, subject to the provisions of in accordance with Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, faith this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, ,regulatory or administrative agency or commission, or any statute, rule, regulations regulation, or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of RightsRights that: (a) such holder is to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will shall be transferable only together with, and will shall be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will shall be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the certificate evidencing the associated Voting Share Common Shares certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the certificate evidencing the associated Voting Share Common Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the certificate evidencing the associated Voting Share certificate Common Shares made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right all rights to receive any fractional Rights Right or any fractional shares Common Share or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the same, consents and agrees with the Company Partnership and the Rights Agent and with every other holder of RightsRights that: (a) to such holder of Rights shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share Unit certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) for registration of transfer, the CompanyPartnership, the Rights Agent and any agent of the Company Partnership or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share Unit certificate made by anyone other than the Company Partnership or the Rights Agent) for all purposes whatsoever, and neither the Company Partnership nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares Units or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.45.5, without the approval of any holder of Rights or Voting Shares Units and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided hereinhere; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Partnership nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation. ; and (h) any Units issued to such holder of Rights pursuant to such holder’s exercise of any of the Rights held thereby shall be subject to and governed by all the terms of the REIT’s Amended and Restated Limited Partnership Agreement dated June 17, 2021, as the same may be amended, modified, supplemented or amended and restated from time to time, including, without limitation, the restrictions on transfer and ownership of Units set forth in Article 4 thereof.

Agreement of Rights Holders. ‌ Every holder of Rights, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his its right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.obligation.‌

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, such Rights consents and agrees with the Company and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all the Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightCommon Share; (c) that after the Separation Time, the Rights Certificates will be transferable only upon registration of the transfer on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate certificate, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right is not entitled to receive any fractional Rights or any fractional shares or other securities Common Shares upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, 6.5 that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent and their respective directors, officers, employees and agents shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, commission or any statute, rule, regulations regulation or executive order promulgated or enacted by any such governmental authority or regulatory authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Rights Holders. Every holder of Rights, by accepting the sameRights, consents and agrees with the Company and the Rights Agent and with every other holder of Rights: (a) to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Common Share certificate representing such Right; (c) that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) for registration of a transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Common Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.. Silvercorp/Shareholder Rights Plan

Agreement of Rights Holders. Every holder of Rights, Rights by accepting the same, a Right consents and agrees with the Company Corporation and the Rights Agent and with every other holder of RightsRights that: (a) to it will be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) that prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the associated Voting Share certificate representing such RightShare; (c) that after the Separation Time, the Rights Certificates will shall be transferable only upon the registration of the transfer on the Rights Register as provided herein; (d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the CompanyCorporation, the Rights Agent and any agent of the Company Corporation or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) that such holder of Rights has waived his right to receive any fractional Rights or any fractional shares or other securities upon exercise of a Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faithDirectors of the Corporation, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; (f) such holder of Rights has waived its right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided herein); and (g) that notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunctions injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulations regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.