Common use of AMENDMENT AND APPROVAL Clause in Contracts

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds of the votes cast on such resolution at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be.

AMENDMENT AND APPROVAL. 10.1 9.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but but, except as hereinafter provided, only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 9.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy at a meeting of (i) holders of such class of Exchangeable Shares (excluding Exchangeable Shares beneficially owned by OSI or (iiits Subsidiaries) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2550% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if . If at any such meeting the holders of at least 2550% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five 10 days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting meeting, the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy at such meeting (excluding Exchangeable Shares beneficially owned by OSI or its Subsidiaries) shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or Shares. For the purposes of the holders of all Exchangeable Sharesthis Section, as the case may beany spoiled votes, illegible votes, defective votes and abstinences shall be deemed to be votes not cast.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but but, except as hereinafter provided, only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall will be deemed to have been sufficiently given if it shall will have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy at a meeting of (i) holders of such class of Exchangeable Shares (excluding Exchangeable Shares beneficially owned by Xxxxxxx USA or (iiits Subsidiaries) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2550% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if . If at any such meeting the holders of at least 2550% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall will be adjourned to such date not less than five 10 days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting meeting, the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy at such meeting shall (excluding Exchangeable Shares beneficially owned by Xxxxxxx USA or its Subsidiaries) will constitute the approval or consent of the holders of such class of the Exchangeable Shares or Shares. For the purposes of the holders of all Exchangeable Sharesthis section, as the case may beany spoiled votes, illegible votes, defective votes and abstinences will be deemed to be votes not cast.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but but, except as hereinafter provided, only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy at a meeting of (i) holders of such class of Exchangeable Shares (excluding Exchangeable Shares beneficially owned by Jaws US or (iiits Subsidiaries) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2520% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if . If at any such meeting the holders of at least 2520% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five 10 days thereafter and to such time and place as may be designated by the Chairman of such meetingmeetings. At such adjourned meeting meeting, the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy at such meeting (excluding Exchangeable Shares beneficially owned by Jaws US or its Subsidiaries) shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or Shares. For the purposes of the holders of all Exchangeable Sharesthis section, as the case may beany spoiled votes, illegible votes, defective votes and abstinences shall be deemed to be votes not cast.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds 66 2/3% of the votes cast on such resolution by holders (other than Acquiror and its Affiliates) represented in person or by proxy at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote as such meeting (other than Exchangeable Shares held by Acquiror and its Affiliates) at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman Chair of such meeting. At such adjourned meeting meeting, the holders of Exchangeable Shares eligible to vote at such meeting (other than Acquiror and its Affiliates) present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 66 2/3% of the votes cast on such resolution by holders (other than Acquiror and its Affiliates) represented in person or by proxy at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or Shares. For purposes of the holders of all Exchangeable Sharesthis section, as the case may beany spoiled votes, illegible votes, defective votes and abstentions shall be deemed to be votes not cast.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Series 1 Exchangeable Shares may be added to, changed or removed but but, except as hereinafter provided, only with the approval of the holders of the affected class of Series 1 Exchangeable Shares given as hereinafter specified. 10.2 Any approval given by the holders of a class of the Series 1 Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Series 1 Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Series 1 Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds of the votes cast on such resolution by persons represented in person or by proxy at a meeting of (i) holders of such class of Series 1 Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2550% of the outstanding Series 1 Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if proxy (excluding Series 1 Exchangeable Shares beneficially owned by Weatxxxxxxx xx its Subsidiaries). If at any such meeting the holders of at least 2550% of the outstanding Series 1 Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, meeting then the meeting shall be adjourned to such date not less than five 10 days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Series 1 Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution by persons represented in person or by proxy at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Series 1 Exchangeable Shares, as the case may be.

AMENDMENT AND APPROVAL. 10.1 The SECTION 8.1 Subject to the approval of the holders of the Series II Exchangeable Shares to which are attached the right to vote in the event that such change, removal or addition would affect their respective rights, the rights, privileges, restrictions and conditions attaching to the Series II Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specifiedprovided in Section 8.2. 10.2 SECTION 8.2 Any approval given by the holders of a class of the Series II Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Series II Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Series II Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement law, provided, however, that such approval must be evidenced by a written resolution passed by not less than two-thirds 75% of the votes cast on such resolution by persons represented in person or by proxy or such other authorized person at a meeting of (i) holders of such class of Series II Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2550% of the outstanding Series II Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that proxy or such other authorized person (excluding Series II Exchangeable Shares beneficially owned by Adsero, YAC, Adsero Callco, their Affiliates or Subsidiaries) or by a written resolution signed by the holders of the then outstanding Series II Exchangeable Shares excluding Exchangeable Shares beneficially owned by Adsero, YAC, Adsero Callco, their Affiliates or Subsidiaries. if at any such meeting the holders of at least 2550% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy or such other authorized person within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five ten days thereafter and to such time and place as may be designated by the Chairman Chairperson of such meeting. At such adjourned meeting meeting, the holders of Series II Exchangeable Shares eligible to vote at such meeting present or represented by proxy or such other authorized person thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 75% of the votes cast on such resolution by persons represented in person or by proxy or such other authorized person at such meeting (excluding Series II Exchangeable Shares beneficially owned by Adsero, YAC, Adsero Callco, their Affiliates or Subsidiaries) shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Series II Exchangeable Shares, as the case may be.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but but, except as hereinafter provided, only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy at a meeting of (i) holders of such class of Exchangeable Shares (excluding Exchangeable Shares beneficially owned by CCo or (iiits Subsidiaries) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2520% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if . If at any such meeting the holders of at least 2520% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five 10 days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting meeting, the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy at such meeting (excluding Exchangeable Shares beneficially owned by CCo or its Subsidiaries) shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or Shares. For the purposes of the holders of all Exchangeable Sharesthis Section, as the case may beany spoiled votes, illegible votes, defective votes and abstinences shall be deemed to be votes not cast.

AMENDMENT AND APPROVAL. 10.1 5.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares Class A Units may be added to, changed or removed but only with the approval of the holders of the affected class Class A Units as specified in Section 5.2 of Exchangeable Shares given as hereinafter specifiedthis Schedule 1. 10.2 5.2 Any approval given by the holders of a class of the Exchangeable Shares Class A Units to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares Class A Units or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall Class A Units will be deemed to have been sufficiently given if it shall have has been given in accordance with applicable law Applicable Law, subject to a minimum requirement that such approval be evidenced by a resolution passed by not less than two-thirds of the votes cast on such resolution at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, Class A Units duly called and held at which the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote as such meeting Class A Units at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote at such meeting Class A Units at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall will be adjourned to such date not less more than five 30 days thereafter and to such time and place as may be designated by the Chairman chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting Class A Units present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat at that meeting by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall will constitute the approval or consent of the holders of such class the Class A Units. Such resolution shall for all purposes be deemed to be an Extraordinary Resolution of purposes of Section 10.18 of the Exchangeable Shares Agreement unless it affects the holders of any other class or series of Units or Special Interest Rights in which case an Extraordinary Resolution of the holders of all Exchangeable Sharessuch other class or series of Units or Special Interest Rights will be required. All capitalized terms used herein shall have the meaning ascribed to such term in the Agreement to which this Schedule 2 is attached, as except those terms which are expressly defined in this Schedule 2. The Class C Units of the case may be.Partnership will have the following rights, privileges, restrictions and conditions:

AMENDMENT AND APPROVAL. 10.1 9.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but but, except as hereinafter provided, only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 9.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds of the votes cast on such resolution by persons represented in person or by proxy at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 25% 50%(excluding Exchangeable Shares beneficially owned by US Co or its Subsidiaries) of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if . If at any such meeting the holders of at least 2550% (excluding Exchangeable Shares beneficially owned by US Co or its Subsidiaries) of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, meeting then the meeting shall be adjourned to such date not less than five 10 days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution by holders of Exchangeable Shares represented in person or by proxy at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 11.1 Any approval given by the holders of a class of the Exchangeable Shares Class B Units to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares Class B Units or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, Class B Units shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced given by resolution in writing executed by all holders of Class B Units entitled to vote on that resolution or passed by not less than the affirmative vote of at least two-thirds of the votes cast on such resolution by holders of Class B Units (other than Enerplus and its affiliates) represented in person or by proxy at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, Class B Units duly called for such purpose and held upon at least 21 days' notice at which the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote as such meeting Class B Units (other than Class B Units held by Enerplus and its affiliates) at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote at such meeting Class B Units at that time are not present or represented by proxy within one-half an hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five (5) days thereafter and to such time and place as may be designated by the Chairman Chair of such meeting. At such adjourned meeting meeting, the holders of Exchangeable Shares eligible to vote at such meeting Class B Units (other than Enerplus and its affiliates) present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than at least two-thirds of the votes cast on such resolution by holders (other than Enerplus and its affiliates) represented in person or by proxy at such meeting shall constitute the approval or consent of the holders of the Class B Units. For purposes of this section, any spoiled votes, illegible votes, defective votes and abstentions shall be deemed to be votes not cast. On every vote taken at every such class meeting or adjourned meeting each holder of the Exchangeable Shares or Class B Units shall be entitled to one vote in respect of the holders of all Exchangeable Shares, as the case may beeach Class B Unit held by such holder.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. No such changes or removals may be made without the approval of the holders of a majority of the Common Shares at the time outstanding given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than 66 2/3% of the votes cast on such resolution at a meeting of holders of Common Shares duly called. 10.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds 66 2/3% of the votes cast on such resolution at a meeting of (i) holders of such class of Exchangeable Shares (other than Exchangeable Shares held by the Corporation, Parent, CanCo or (iiany of their respective Affiliates) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, meeting then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting (other than by the Corporation, Parent, CanCo or any of their respective Affiliates) shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution consented to in writing by the holders of all of the Exchangeable Shares issued and outstanding or by resolution passed by not less than twothree-thirds quarters of the votes cast on such resolution at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 25% one-third of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 25% one-third of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five 10 days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called called, notwithstanding that the holders of less than one-third of the outstanding Exchangeable Shares at that time are present or represented by proxy, and a resolution passed thereat by the affirmative vote of not less than twothree-thirds quarters of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but but, except as hereinafter provided, only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy at a meeting of (i) holders of such class of Exchangeable Shares (excluding Exchangeable Shares beneficially owned by Jaws US or (iiits Subsidiaries) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2520% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if . If at any such meeting the holders of at least 2520% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five 10 days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting meeting, the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy at such meeting (excluding Exchangeable Shares beneficially owned by Jaws US or its Subsidiaries) shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or Shares. For the purposes of the holders of all Exchangeable Sharesthis section, as the case may beany spoiled votes, illegible votes, defective votes and abstinences shall be deemed to be votes not cast.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by (i) a resolution passed by not less than two-thirds of the votes cast on such resolution at a meeting of (i) by the holders of the Exchangeable Shares, and (ii) a separate resolution passed by not less than 50% of the votes cast on such class separate resolution by the holders of Exchangeable Shares or (ii) other than Buyer and its Affiliates, at separate meetings of holders of all Exchangeable Shares, as the case may be, Shares and holders of Exchangeable Shares other than Buyer and its Affiliates duly called and held in each case at which the holders of at least 2550% of the outstanding Exchangeable Shares eligible to vote as such meeting (not including Exchangeable Shares held by Buyer or its Affiliates) at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 2550% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, meeting then the meeting shall be adjourned to such date not less than five ten (10) days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible entitled to vote at such the meeting and present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes entitled to vote on the resolution cast on such resolution at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Exchangeable SharesShares other than Buyer and its Affiliates, as the case may be.

AMENDMENT AND APPROVAL. 10.1 Section 9.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but but, except as hereinafter provided, only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 Section 9.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by written resolution signed by the holders of all of the Exchangeable Shares or by resolution passed by not less than two-thirds of the votes cast on such resolution by persons represented in person or by proxy at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at a least 2550% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if proxy (excluding Exchangeable Shares beneficially owned by JTH or its Subsidiaries). If at any such meeting the holders of at least 2550% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, meeting then the meeting shall be adjourned to such date not less than five 13 days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution by persons represented in person or by proxy at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be.

AMENDMENT AND APPROVAL. 10.1 11.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but but, except as hereinafter provided, only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 11.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds 662/3% of the votes cast on such resolution by holders represented in person or by proxy at a meeting of (i) holders of such class of Exchangeable Shares (excluding Exchangeable Shares beneficially owned by FCE or (iiits affiliates) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman Chair of such meeting. At such adjourned meeting meeting, the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 662/3% of the votes cast on such resolution by holders represented in person or by proxy at such meeting (excluding Exchangeable Shares beneficially owned by FCE or its affiliates) shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or Shares. For purposes of the holders of all Exchangeable Sharesthis section, as the case may beany spoiled votes, illegible votes, defective votes and abstentions shall be deemed to be votes not cast.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders Holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 Any approval given by the holders of a class Holders of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class Holders of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two66-thirds 2/3% of the votes cast on such resolution by Holders (other than Acquiror and its Affiliates) represented in person or by proxy at a meeting of (i) holders of such class Holders of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders Holders of at least 2550% of the outstanding Exchangeable Shares eligible to vote as such meeting (other than Exchangeable Shares held by Acquiror and its Affiliates) at that time are present or represented by proxy; provided that if at any such meeting the holders Holders of at least 2550% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman Chair of such meeting. At such adjourned meeting meeting, the holders Holders of Exchangeable Shares eligible to vote at such meeting (other than Acquiror and its Affiliates) present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two66-thirds 2/3% of the votes cast on such resolution by Holders (other than Acquiror and its Affiliates) represented in person or by proxy at such meeting shall constitute the approval or consent of the holders of such class Holders of the Exchangeable Shares or Shares. For purposes of the holders of all Exchangeable Sharesthis section, as the case may beany spoiled votes, illegible votes, defective votes and abstentions shall be deemed to be votes not cast.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Dividend 207 Access Shares may be added to, changed or removed but only with the approval of the holders of the affected class of Exchangeable Dividend Access Shares given as hereinafter specified. 10.2 Any approval given by the holders of a class of the Exchangeable Dividend Access Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Dividend Access Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Dividend Access Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by (i) a resolution passed by not less than two-two thirds of the votes cast on such resolution at a meeting of (i) by the holders of such class of Exchangeable Shares or the Dividend Access Shares, and (ii) a separate resolution passed by not less than 50% of the votes cast on such separate resolution by the holders of all Exchangeable SharesDividend Access Shares other than CLC and its Affiliates, as the case may be, at separate meetings of holders of Dividend Access Shares and holders of Dividend Access Shares other than CLC and its Affiliates duly called and held in each case at which the holders of at least 2550% of the outstanding Exchangeable Dividend Access Shares eligible to vote as such meeting (not including Dividend Access Shares held by CLC or its Affiliates) at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 2550% of the outstanding Exchangeable Dividend Access Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, meeting then the meeting shall be adjourned to such date not less than five ten (10) days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Dividend Access Shares eligible entitled to vote at such the meeting and present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes entitled to vote on the resolution cast on such resolution at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Dividend Access Shares or of the holders of all Exchangeable SharesDividend Access Shares other than CL and its Affiliates, as the case may be.

AMENDMENT AND APPROVAL. 10.1 The SECTION 8.1 Subject to the approval of the holders of the Preferred Shares to which are attached the right to vote in the event that such change, removal or addition would affect their respective rights, the rights, privileges, restrictions and conditions attaching to the Exchangeable Preferred Shares may be added to, changed or removed but only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specifiedprovided in Section 8.2. 10.2 SECTION 8.2 Any approval given by the holders of a class of the Exchangeable Preferred Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Preferred Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Preferred Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement law, provided, however, that such approval must be evidenced by a written resolution passed by not less than two-thirds 75% of the votes cast on such resolution by persons represented in person or by proxy or such other authorized person at a meeting of (i) holders of such class of Exchangeable Preferred Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2550% of the outstanding Exchangeable Preferred Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that proxy or such other authorized person (excluding Preferred Shares beneficially owned by Adsero, YAC, Adsero Callco, their Affiliates or Subsidiaries, if any), or by a written resolution signed by the holders of the then outstanding Preferred Shares excluding Preferred Shares beneficially owned by Adsero, YAC, Adsero Callco, their Affiliates or Subsidiaries, if any, if at any such meeting the holders of at least 2550% of the outstanding Exchangeable Preferred Shares eligible to vote at such meeting at that time are not present or represented by proxy or such other authorized person within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five ten days thereafter and to such time and place as may be designated by the Chairman Chairperson of such meeting. At such adjourned meeting meeting, the holders of Exchangeable Preferred Shares eligible to vote at such meeting present or represented by proxy or such other authorized person thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 75% of the votes cast on such resolution by persons represented in person or by proxy or such other authorized person at such meeting (excluding Preferred Shares beneficially owned by Adsero, YAC, Adsero Callco, their Affiliates or Subsidiaries) shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Exchangeable Preferred Shares, as the case may be.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but but, except as hereinafter provided, only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 Any approval given by the holders of a class of the Exchangeable Shares to add toadd, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the ofthe holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds 662/3% of the votes cast on such resolution by persons represented in person or by proxy at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2520% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if proxy (excluding Exchangeable Shares beneficially owned by EduTrek or its Subsidiaries). If at any such meeting the holders of at least 2520% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, meeting then the meeting shall be adjourned to such date not less than five 10 days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 662/3% of the votes cast on such resolution by persons represented in person or by proxy at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or Shares. For the purposes of the holders of all Exchangeable Sharesthis section, as the case may beany spoiled votes, illegible votes, defective votes and abstinences shall be deemed to be votes not cast.

AMENDMENT AND APPROVAL. 10.1 24.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but but, except as hereinafter provided, only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 24.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy at a meeting of (i) holders of such class of Exchangeable Shares (excluding Exchangeable Shares beneficially owned by JAG or (iiits Subsidiaries) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2520% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if . If at any such meeting the holders of at least 2520% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five 10 days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting meeting, the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy at such meeting (excluding Exchangeable Shares beneficially owned by JAG or its Subsidiaries) shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or Shares. For the purposes of the holders of all Exchangeable Sharesthis Section, as the case may beany spoiled votes, illegible votes, defective votes and abstinences shall be deemed to be votes not cast.

AMENDMENT AND APPROVAL. 10.1 11.1 The rights, privileges, restrictions restrictions, and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of BEI, the Corporation and the holders of the affected class of Exchangeable Shares given as hereinafter specified. Without limiting the generality of the foregoing, the holders of Exchangeable Shares shall not be entitled to have class votes in the circumstances contemplated in sections 170(1)(a) or (e) of the Act as in force on the date of the first issue of Exchangeable Shares by the Corporation. 10.2 11.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by (i) resolution passed by not less than two-thirds (2/3) of the votes cast on such resolution at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 25% two-thirds (2/3) of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; , provided that if at any such meeting the holders of at least 25% two-thirds (2/3) of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman of such meetingmeeting or (ii) a document in writing signed by the holders of not less than two-thirds (2/3) of the outstanding Exchangeable Shares. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds (2/3) of the votes cast on such resolution at such meeting meeting, regardless of the number of Exchangeable Shares represented at such meeting, shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified, and, as required, the approval of the TSX. 10.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds of the votes cast on such resolution at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be.

AMENDMENT AND APPROVAL. 10.1 5.10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified, provided that any adjustment to the number of shares of Spinco Common Stock into which an Exchangeable Share is exchangeable (which initially is one) made by the Board of Directors in accordance with section 2.7 of the Support Agreement to reflect the effect of any Distribution or Change in order to implement the required economic equivalent with respect to the shares of Spinco Common Stock and the Exchangeable Shares shall not require the approval of the holders of the Exchangeable Shares. 10.2 5.10.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by a resolution passed by not less than two-thirds of the votes cast on such resolution at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be.

AMENDMENT AND APPROVAL. 10.1 13.1 The rights, privileges, restrictions and conditions attaching to the LuxCo Exchangeable Preferred Shares may be added to, changed or removed but only in accordance with applicable law subject to a minimum requirement that the approval of the holders of the affected class of LuxCo Exchangeable Preferred Shares be given as hereinafter specified. 10.2 13.2 Any approval given by the holders of a class of the LuxCo Exchangeable Preferred Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the LuxCo Exchangeable Preferred Shares or any other matter requiring the approval or consent of the holders of a class of the LuxCo Exchangeable Preferred Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds 75% of the votes cast on such resolution at a meeting of (i) holders of such class of LuxCo Exchangeable Preferred Shares or (iiother than any LuxCo Exchangeable Preferred Shares held by ParentCo and its Affiliates) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxyheld; provided that if at any such meeting the holders of at least 25% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are requisite quorum is not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of LuxCo Exchangeable Preferred Shares eligible to vote at such meeting (other than any LuxCo Exchangeable Preferred Shares held by ParentCo and its Affiliates) present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 75% of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of such class of the LuxCo Exchangeable Shares or of the holders of all Exchangeable Preferred Shares, as the case may be.

AMENDMENT AND APPROVAL. 10.1 The SECTION 9.1 Subject to the Restrictive Provisions, the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but but, except as hereinafter provided, only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 Any SECTION 9.2 Subject to the Restrictive Provisions, any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by a resolution passed by not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy or such other authorized person at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2550% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if proxy or such other authorized person. If at any such meeting the holders of at least 2550% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy or such other authorized person within one-half hour after the time appointed for such meeting, meeting then the meeting shall be adjourned to such date not less than five ten (10) days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy or such other authorized person thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 66 2/3% of the votes cast on such resolution by persons represented in person or by proxy or such other authorized person at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or Shares. For the purposes of the holders of all Exchangeable Sharesthis Section 9.2, as the case may beany spoiled votes, illegible votes, defective votes and abstinences shall be deemed to be votes not cast.

AMENDMENT AND APPROVAL. 10.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds of the votes cast on such resolution (other than the Exchangeable Shares held by ARC Energy Trust, ARC Subco or any of their respective subsidiaries and other affiliates) at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2510% of the outstanding Exchangeable Shares eligible to vote as such meeting (other than the Exchangeable Shares held by ARC Energy Trust, ARC Subco or any of their respective subsidiaries and other affiliates) at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 2510% of the such outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date place and time (not less than five ten days thereafter and to such time and place later) as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be.

AMENDMENT AND APPROVAL. 10.1 11.1 The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but but, except as hereinafter provided, only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specified. 10.2 11.2 Any approval given by the holders of a class of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds 75% of the votes cast on such resolution by persons represented in person or by proxy at a meeting of (i) holders of such class of Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2575% of the outstanding Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that if proxy (excluding Exchangeable Shares beneficially owned by TMW or its Subsidiaries). If at any such meeting the holders of at least 2575% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, meeting then the meeting shall be adjourned to such date not less than five 10 days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares eligible to vote at such meeting present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 75% of the votes cast on such resolution by persons represented in person or by proxy at such meeting shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or Shares. For the purposes of the holders of all Exchangeable Sharesthis section, as the case may beany spoiled votes, illegible votes, defective votes and abstinences shall be deemed to be votes not cast.

AMENDMENT AND APPROVAL. 10.1 The SECTION 8.1 Subject to the approval of the holders of the Series I Exchangeable Shares to which are attached the right to vote in the event that such change, removal or addition would affect their respective rights, the rights, privileges, restrictions and conditions attaching to the Series I Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the affected class of Exchangeable Shares given as hereinafter specifiedprovided in Section 8.2. 10.2 SECTION 8.2 Any approval given by the holders of a class of the Series I Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to such class of the Series I Exchangeable Shares or any other matter requiring the approval or consent of the holders of a class of the Series I Exchangeable Shares or of the holders of all Exchangeable Shares, as the case may be, shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement law, provided, however, that such approval must be evidenced by a written resolution passed by not less than two-thirds 75% of the votes cast on such resolution by persons represented in person or by proxy or such other authorized person at a meeting of (i) holders of such class of Series I Exchangeable Shares or (ii) holders of all Exchangeable Shares, as the case may be, duly called and held at which the holders of at least 2550% of the outstanding Series I Exchangeable Shares eligible to vote as such meeting at that time are present or represented by proxy; provided that proxy or such other authorized person (excluding Series I Exchangeable Shares beneficially owned by Adsero, YAC, Adsero Callco, their Affiliates or Subsidiaries) or by a written resolution signed by the holders of the then outstanding Series I Exchangeable Shares excluding Exchangeable Shares beneficially owned by Adsero, YAC, Adsero Callco, their Affiliates or Subsidiaries. if at any such meeting the holders of at least 2550% of the outstanding Exchangeable Shares eligible to vote at such meeting at that time are not present or represented by proxy or such other authorized person within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than five ten days thereafter and to such time and place as may be designated by the Chairman Chairperson of such meeting. At such adjourned meeting meeting, the holders of Series I Exchangeable Shares eligible to vote at such meeting present or represented by proxy or such other authorized person thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds 75% of the votes cast on such resolution by persons represented in person or by proxy or such other authorized person at such meeting (excluding Series I Exchangeable Shares beneficially owned by Adsero, YAC, Adsero Callco, their Affiliates or Subsidiaries) shall constitute the approval or consent of the holders of such class of the Exchangeable Shares or of the holders of all Series I Exchangeable Shares, as the case may be.