Common use of DISTRIBUTION ON LIQUIDATION Clause in Contracts

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distribution, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefrom. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share Provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Company in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation Company among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "“Liquidation Amount"”) equal to (i) the Current Market Price of a Parent Lululemon Common Share on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation Company causing to be delivered to such holder holder, for each such Exchangeable Share, one Parent Lululemon Common Share), Share plus (ii) the Unpaid Dividend Amount, if any, an amount equal to all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Callco of the Liquidation Call Right, the Corporation Company shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of such Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, at the registered office of the Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of Exchangeable Shares, on behalf of the Corporation Company, of certificates representing Parent the Lululemon Common Shares to which the holder is entitled (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and ), either in the form of certificates representing the Lululemon Common Shares or, in whole or in part, in book-entry form through the direct registration system and, if applicable, a cheque of the Corporation Company payable at par at any branch of the bankers of the Corporation Company in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates the documents and instruments required in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Company shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, required documents and instruments in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Lululemon Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation Company has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCompany.

DISTRIBUTION ON LIQUIDATION. 5.1 5.5.1 In the event of the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs (collectively, a "Liquidation DistributionEvent"), a holder of Participating Exchangeable Shares shall be entitled, subject to applicable lawlaw and subject to Section 5.5.5 hereof, to receive from the assets of the Corporation in respect of each Participating Exchangeable Share held by such the holder on the date on which the Liquidation Event becomes effective date (the "Liquidation Date") of in connection with such liquidation, dissolution or winding-up, before in priority to any distribution of any part of the assets of the Corporation among the holders of the Common Shares Shares, or any other shares ranking junior to the Participating Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") share equal to (ia) the US Dollar Equivalent of the Current Market Price of a Parent Common Share the Specified Number of CCL Class B Shares on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share)the Specified Number of CCL Class B Shares, plus (iib) an additional amount equivalent to the Unpaid Dividend Amountamount by which the declared and unpaid dividends on one Participating Exchangeable Share exceed, if anyat all, the declared and unpaid dividends on any Exchangeable Share held by the Specified Number of CCL Class B Shares (calculated as of the date of declaration of such holder on any dividend record date which occurred prior to or dividends in accordance with the provisions hereof)(collectively the "Liquidation DateAmount"). 5.2 5.5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Participating Exchangeable Shares the Liquidation Amount for each such Participating Exchangeable Share upon presentation and surrender of the certificates representing such Participating Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Participating Exchangeable Shares under the Act DGCL and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable SharesCorporation. Payment of the total Liquidation Amount for such Participating Exchangeable Shares shall be made by delivery to each holder, holder at the address of the holder recorded in the securities register of the Corporation for the Participating Exchangeable Shares or by holding (as specified in writing by such holder) for pick-pick up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common the Specified Number of CCL Class B Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) with respect to each such Participating Exchangeable Share (less any CCL Class B Shares withheld in respect of any tax required to be deducted or withheld therefrom by the Corporation) and a cheque check of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (amount specified in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefrom. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share Provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.subsection 5.5.1

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to Callco's exercise of the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share share (the "Liquidation Amount") equal to the sum of, (i) the Current Market Price of a Parent Common Corresponding Coors Share on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation delivering or causing to be delivered to such holder one Parent Common Corresponding Coors Share), plus (ii) the Unpaid Dividend Amount, if any, an amount equal to all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Callco of the Liquidation Call Right, the Corporation shall deliver or cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act CBCA and the articles and by-laws Articles of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Corresponding Coors Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required pursuant to be deducted and withheld therefromArticle 13 hereof). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada Canada, less any amounts withheld on account of tax required pursuant to be deducted and withheld therefromArticle 13 hereof. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation AmountAmount (which, for greater certainty, shall be net of any amounts withheld on account of tax pursuant to Article 13 hereof), the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Corresponding Coors Common Shares Stock delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation. 5.4 Callco shall have the overriding right (the "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation pursuant to section 5.1 of these share provisions to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Coors or an Affiliate of Coors) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco of an amount per share (the "Liquidation Call Purchase Price") equal to the sum of, (i) the Current Market Price of a share of Corresponding Coors Common Stock on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by Callco causing to be delivered for each such Exchangeable Share to such holder one share of Corresponding Coors Common Stock, plus (ii) any Dividend Amount. In the event of the exercise of the Liquidation Call Right by Xxxxxx, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco on the Liquidation Date on payment by Callco to the holder of the Liquidation Call Purchase Price for each such share, and the Corporation shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by Xxxxxx. 5.5 To exercise the Liquidation Call Right, Xxxxxx must notify the Transfer Agent as agent for the holders of Exchangeable Shares and the Corporation of Callco's intention to exercise such right at least 60 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of the Corporation and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of the Corporation. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by Xxxxxx. If Callco exercises the Liquidation Call Right, then on the Liquidation Date Callco will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. 5.6 For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco shall deposit or cause to be delivered with the Transfer Agent, on or before the Liquidation Date, certificates representing the aggregate number of shares of Corresponding Coors Common Stock deliverable by Callco and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price for all holders of Exchangeable Shares (other than Coors and its Affiliates) less any amounts withheld on account of tax pursuant to Article 13 hereof. Provided that Xxxxxx has complied with the immediately preceding sentence, on and after the Liquidation Date, each holder of Exchangeable Shares (other than Coors and its Affiliates) shall cease to be a holder of Exchangeable Shares, the rights of each holder of Exchangeable Shares (other than Coors and its Affiliates) will be limited to receiving, without interest, such holder's proportionate part of the total Liquidation Call Purchase Price payable by Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the shares of Corresponding Coors Common Stock to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents, instruments and payments (including, without limitation, any applicable Stamp Taxes) as may be required to effect a transfer of Exchangeable Shares under the CBCA and the Articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver or cause to be delivered to such holder, certificates representing the Corresponding Coors Common Stock to which the holder is entitled and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco in payment of the remaining portion, if any, of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Article 13 hereof. For greater certainty, if Xxxxxx does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by the Corporation in connection with the liquidation, dissolution or winding-up of the Corporation pursuant to section 5.2 hereof.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the exercise by Parent of the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") share equal to (i) the Current Market Price of a Parent Common Share Stock on the last Business Day prior to the Liquidation Date (the “Liquidation Amount”), which shall be satisfied in full by the Corporation causing to be delivered to such holder one share of Parent Common Share)Stock, plus (ii) the Unpaid Dividend Amount, if any, together with all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Parent of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be are required to effect a transfer of Exchangeable Shares under the Act BCA and the articles and by-laws charter documents of the Corporation and such additional documents and instruments as the Transfer Agent Parent or the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares Stock (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares Stock delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 (1) In the event of a the liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, subject to the exercise by RTO Acquiror or Callco of the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Canco in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or dissolution, winding-upup or other distribution, before any distribution of any part of the assets of the Corporation Canco among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share share (the "“Liquidation Amount"”) equal to (i) the Current Market Price of a Parent Common an RTO Acquiror Share on the last Business Day prior to the Liquidation Date (plus the Dividend Amount, which shall be satisfied in full by the Corporation Canco delivering or causing to be delivered to such holder one Parent Common RTO Acquiror Share), plus (ii) an amount equal to the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 (2) On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of provided the Liquidation Call RightRight has not been exercised by RTO Acquiror or Callco, the Corporation Canco shall pay or cause to be delivered paid to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, if any, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act OBCA and the articles and by-laws Articles of the Corporation Canco and such additional documents documents, instruments and instruments payments as the Transfer Agent and Canco may reasonably require, at the registered office of the Corporation Canco or at any office of the Transfer Agent as may be specified by the Corporation Canco by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery transferring or causing to be transferred to each holder the RTO Acquiror Shares to which such holder is entitled and by delivering to such holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Canco, RTO Acquiror Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrancenon-assessable) and a cheque of the Corporation Canco payable at par at any branch of the bankers of the Corporation Canco in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Dividend Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereofthereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made without interest upon presentation and surrender of share certificates in accordance with the foregoing provisions, unless, upon having made such presentation and surrender of certificates, payment of the total Liquidation Amount for such Exchangeable Shares shall not be made, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Canco shall have the right at any time after the Liquidation Date to deposit transfer or cause to be issued or transferred to, and deposited with, the total Agent the Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required thereof, such Liquidation Amount to be deducted held by the Agent as trustee for and withheld therefromon behalf of, and for the use and benefit of, such holders. Upon such deposit being made, the rights of the holders a holder of Exchangeable Shares after such deposit shall be limited to receiving their its proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, without interest, and when received by the Agent, all dividends and other distributions with respect to the RTO Acquiror Shares to which such holder is entitled with a record date after the date of such deposit and before the date of transfer of such RTO Acquiror Shares to such holder against presentation and surrender of the said certificates for the Exchangeable Shares held by them, respectively, them in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 (3) After the Corporation Canco has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 Section 5(1) of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCanco.

DISTRIBUTION ON LIQUIDATION. 5.1 (1) In the event of a the liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, subject to the exercise by Callco of the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Canco in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or dissolution, winding-upup or other distribution, before any distribution of any part of the assets of the Corporation Canco among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share share (the "“Liquidation Amount"”) equal to (i) the Current Market Price of a Parent Common an RG Share on the last Business Day business day prior to the Liquidation Date (plus the Dividend Amount, which shall be satisfied in full by the Corporation Canco delivering or causing to be delivered to such holder one Parent Common RG Share), plus (ii) an amount equal to the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 (2) On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of provided the Liquidation Call RightRight has not been exercised by Callco, the Corporation Canco shall pay or cause to be delivered paid to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act CBCA and the articles and by-laws Articles of the Corporation Canco and such additional documents documents, instruments and instruments payments as the Transfer Agent and Canco may reasonably require, at the registered office of the Corporation Canco or at any office of the Transfer Agent as may be specified by the Corporation Canco by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery transferring or causing to be transferred to each holder the RG Shares to which such holder is entitled and by delivering to such holder, at the address of the such holder recorded in the securities register of the Corporation shareholders of Canco for the Exchangeable Shares or by holding for pick-up by the such holder at the registered office of the Corporation Canco or at any office of the Transfer Agent as may be specified by the Corporation Canco by notice to the holders of Exchangeable Shares, on behalf of the Corporation of Canco, certificates representing Parent Common RG Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation Canco payable at par at any branch of the bankers of the Corporation Canco in respect of the remaining portionDividend Amount, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereofthereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Liquidation AmountAmount without interest, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Canco shall have the right at any time after the Liquidation Date to deposit transfer or cause to be issued or transferred to, and deposited with, the total Agent the Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof thereof, such Liquidation Amount to be held by the Agent as trustee for and on behalf of, and for the use and benefit of, such holders. Upon such deposit being made, the rights of a holder of Exchangeable Shares after such deposit shall be limited to receiving its proportionate part of the Liquidation Amount for such Exchangeable Shares so deposited, without interest, and when received by the Agent, all dividends and other distributions with respect to the RG Shares to which such holder is entitled with a record date after the date of such deposit and before the date of transfer of such RG Shares to such holder (in a custodial account with any chartered bank or trust company in Canada each case less any amounts withheld on account of tax required to be deducted and withheld therefrom. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates for the Exchangeable Shares held by them, respectively, them in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 (3) After the Corporation Canco has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 Section 5(1) of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCanco.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of Xxxxxxx Canada or any other distribution of the assets of Xxxxxxx Canada among its shareholders for the purpose of winding-up its affairs, a holder of Exchangeable Shares shall will be entitled, subject to applicable law, to receive from the assets of the Corporation Xxxxxxx Canada in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upup (the"Liquidation Date"), before any distribution of any part of the assets of the Corporation among Xxxxxxx Canada to the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (the"Liquidation Amount") in accordance with Section 5.2, which shall will be satisfied in full by the Corporation Xxxxxxx Canada causing to be delivered to such holder one Parent a Xxxxxxx USA Common Share), plus (ii) the Unpaid Dividend Amount, if any, together with all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. In connection with payment of the Liquidation Amount, Xxxxxxx Canada will be entitled to liquidate some of Xxxxxxx USA Common Stock which would otherwise be deliverable as Exchangeable Share Consideration to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Xxxxxxx USA of the Liquidation Call Right, the Corporation shall Xxxxxxx Canada will cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon on presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act applicable law and the articles and by-laws of the Corporation Xxxxxxx Canada and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation Xxxxxxx Canada or at any office of the Transfer Agent as may be specified by the Corporation Xxxxxxx Canada in Schedule A hereto or by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall will be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation Xxxxxxx Canada for the Exchangeable Shares or by holding for pick-pick up by the holder at the registered office of the Corporation Xxxxxxx Canada or at any office of the Transfer Agent as may be specified by the Corporation Xxxxxxx Canada in Schedule A hereto or by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque Xxxxxxx Canada of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of Exchangeable Share Consideration representing the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall will cease to be holders of such Exchangeable Shares and shall will not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall will not be made upon on presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall will remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall Xxxxxxx Canada will have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account or for safe keeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon On such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall will be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon On such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall will thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of Xxxxxxx USA Common Stock delivered to them. Notwithstanding the foregoing, until such payment or deposit of such Exchangeable Share Consideration, the holder will be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share Provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationVoting and Exchange Trust Agreement.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable lawlaw and to the exercise by Callco of the Liquidation Call Right, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or dissolution, winding-upup or distribution of assets, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share"Liquidation Amount"), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Callco of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act ABCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require, require at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates the Exchangeable Share Consideration representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, thereof (including any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has to which such holders are entitled shall have been paid to such holders in the manner hereinbefore provided. The Corporation shall have the right at any time after on or before the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares Shares, after such deposit deposit, shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Acquiror Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share ProvisionsSection 5.1, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 4.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") share equal to (ia) the Current Market Price of a Parent multiplied by the Current Applied Common Share Stock Equivalent, in each case determined on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent such number of shares of Applied Common Share)Stock as is equal to the Current Applied Common Stock Equivalent, plus (iib) an additional amount equal to the Unpaid Dividend Amount, if any, aggregate of all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior up to the Liquidation DateDate (collectively the "Liquidation Amount") without interest. 5.2 4.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Applied of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act OBCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such all of the Exchangeable Shares held by a holder thereof shall be made by delivery to each such holder, at the address of the holder recorded in the securities register of the Corporation for of the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent the shares of Applied Common Shares Stock to be delivered in payment thereof (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbranceliens) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, all declared and unpaid dividends comprising part of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)for all outstanding Exchangeable Shares without interest. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation AmountAmount in respect of their Exchangeable Shares, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount for their Exchangeable Shares has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of such Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefromwithout interest) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 4.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 4.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCorporation or have any other rights as holders of Exchangeable Shares.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distribution, a subject to the exercise by BEI of the Liquidation Call Right and subject to the terms and conditions set forth in this Section 5,a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation DateLIQUIDATION DATE") of such liquidation, dissolution or winding-upthe Liquidation Distribution, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation AmountLIQUIDATION AMOUNT") equal to (i) the Current Market Price of a Parent Common BEI Share on the last Business Day prior to the Liquidation Date (which which, subject to applicable law, shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common ShareBEI Share for each Exchangeable Share presented and surrendered by the holder), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 The Corporation shall notify the holders of the Exchangeable Shares (by way of notice to the Transfer Agent, if any), of any proposed liquidation, dissolution or winding-up of the Corporation, at least 30 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of the Corporation, and promptly upon receiving notice of or becoming aware of any claim, suit, petition or other proceeding with respect to an involuntary liquidation, dissolution or winding-up of the Corporation. 5.3 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of provided that the Liquidation Call RightRight has not been exercised by BEI, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, free and clear of all liens, claims and encumbrances, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent Agent, the Corporation or BEI may reasonably require, at the registered office of the Corporation (or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares). Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common BEI Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lienall liens, claim or encumbranceclaims and encumbrances) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the close of business on the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless no deposit has be made as described below and payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect Amount, or the portion of the total Liquidation Amount for such Exchangeable Shares represented by certificates that have not at the Liquidation Date date of such deposit been surrendered by the holders thereof in connection herewith, in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefrom. Upon the later of such deposit being mademade and the Liquidation Date, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so depositedShares, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 5.4 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionshereof, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 4.1 In the event of a Liquidation Distribution, subject to the exercise by Callco of the Liquidation Call Right and to the terms and conditions of this Section 4, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable SharesLiquidation Distribution, an amount per Exchangeable Share (the "“Liquidation Amount"Price”) equal to (i) the Current Market Price of a Parent Common Quanta Share on the last Business Day prior to the Liquidation Date (which amount shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common ShareQuanta Share for each Exchangeable Share presented and surrendered by the holder), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder. For greater certainty, the Liquidation Price for each such Exchangeable Share held by such holder on the Liquidation Date may be satisfied only by the Corporation causing the issuance and delivery to such holder of one Quanta Share and a cheque for the balance, if any, of the Liquidation Price without interest, less any dividend record date which occurred prior amounts withheld on account of tax required to be deducted and withheld therefrom. 4.2 The Corporation shall notify the holders of the Exchangeable Shares (by way of notice to the Transfer Agent, if any) and Callco of any proposed liquidation, dissolution or winding-up of the Corporation, at least 30 days before the Liquidation DateDate in the case of a voluntary liquidation, dissolution or winding-up of the Corporation, and promptly upon receiving notice of or becoming aware of any claim, suit, petition or other proceeding with respect to an involuntary liquidation, dissolution or winding-up of the Corporation. 5.2 4.3 On or promptly after the Liquidation Date, Date and subject to the exercise by NovaScotiaco of provided that the Liquidation Call RightRight has not been exercised by Callco, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount Price for each such Exchangeable Share upon presentation and surrender at the registered office of the Corporation (or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares) of the certificates representing such Exchangeable Shares, free and clear of all liens, claims and encumbrances, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Corporation, Transfer Agent Agent, Quanta or Callco may reasonably require, at the registered office of the Corporation (or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares). Payment of the total Liquidation Amount Price for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Quanta Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lienall liens, claim or encumbranceclaims and encumbrances) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation together with an undertaking to make payment in respect of the remaining portion, Unpaid Dividend Amount on the date on which such dividends would have been paid if any, of the total Liquidation Amount Distribution had not been made (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation AmountPrice, unless no deposit has been made as described below and payment of the total Liquidation Amount Price for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount Price has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect Price, or the portion of the total Liquidation Price for such Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in connection therewith, in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefrom. Upon the later of such deposit being mademade and the Liquidation Date, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount Price (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so depositedShares, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation AmountPrice, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Quanta Shares delivered to them or the any custodian on their behalf. 5.3 4.4 After the Corporation has satisfied its obligations to pay the Liquidation Price per Exchangeable Share, the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share Provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to Callco's exercise of the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Restricted Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share share (the "Liquidation Amount") equal to the sum of (i) the Current Market Price of a Parent Common Corresponding Coors Share on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation delivering or causing to be delivered to such holder one Parent Common Corresponding Coors Share), plus and (ii) the Unpaid Dividend Amount, if any, an amount equal to all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Callco of the Liquidation Call Right, the Corporation shall deliver or cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act CBCA and the articles and by-laws Articles of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery delivering to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of Corporation, certificates representing Parent Common Corresponding Coors Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required pursuant to be deducted and withheld therefromArticle 13 hereof). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada Canada, less any amounts withheld on account of tax required pursuant to be deducted and withheld therefromArticle 13 hereof. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation AmountAmount (which, for greater certainty, shall be net of any amounts withheld on account of tax pursuant to Article 13 hereof), the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Corresponding Coors Common Shares Stock delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation. 5.4 Callco shall have the overriding right (the "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation pursuant to section 5.1 of these share provisions to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Coors or an Affiliate of Coors) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco of an amount per share (the "Liquidation Call Purchase Price") equal to the sum of (i) the Current Market Price of a share of Corresponding Coors Common Stock on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by Callco causing to be delivered for each such Exchangeable Share to such holder one share of Corresponding Coors Common Stock, and (ii) any Dividend Amount. In the event of the exercise of the Liquidation Call Right by Callco, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to Callco on the Liquidation Date on payment by Callco to the holder of the Liquidation Call Purchase Price for each such share, and the Corporation shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by Callco. 5.5 To exercise the Liquidation Call Right, Callco must notify the Transfer Agent as agent for the holders of Exchangeable Shares and the Corporation of Callco's intention to exercise such right at least 60 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of the Corporation and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of the Corporation. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Liquidation Call Right, then on the Liquidation Date Callco will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. 5.6 For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco shall deposit with, or cause to be delivered to, the Transfer Agent, on or before the Liquidation Date, certificates representing the aggregate number of shares of Corresponding Coors Common Stock deliverable by Callco and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price for all holders of Exchangeable Shares (other than Coors and its Affiliates) less any amounts withheld on account of tax pursuant to Article 13 hereof. Provided that Callco has complied with the immediately preceding sentence, on and after the Liquidation Date, each holder of Exchangeable Shares (other than Coors and its Affiliates) shall cease to be a holder of Exchangeable Shares, the rights of each holder of Exchangeable Shares (other than Coors and its Affiliates) will be limited to receiving, without interest, such holder's proportionate part of the total Liquidation Call Purchase Price payable by Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the shares of Corresponding Coors Common Stock to which it is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents, instruments and payments (including, without limitation, any applicable Stamp Taxes) as may be required to effect a transfer of Exchangeable Shares under the CBCA and the Articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Callco shall deliver or cause to be delivered to such holder, certificates representing the Corresponding Coors Common Stock to which the holder is entitled and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco in payment of the remaining portion, if any, of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Article 13 hereof. For greater certainty, if Callco does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by the Corporation in connection with the liquidation, dissolution or winding-up of the Corporation pursuant to section 5.2 hereof.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable lawlaw and to the exercise by Callco of the Liquidation Call Right, to receive from the assets of the Corporation Company in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or dissolution, winding-upup or distribution of assets, before any distribution of any part of the assets of the Corporation Company among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share"Liquidation Amount"), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Callco of the Liquidation Call Right, the Corporation Company shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act CBCA and the articles and by-laws of the Corporation Company and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, at the registered office of the Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque Company of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of Exchangeable Share Consideration representing the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereofthereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has to which such holders are entitled shall have been paid to such holders in the manner hereinbefore provided. The Corporation Company shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares Shares, after such deposit deposit, shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Duke Energy Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation Company has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCompany.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of Bowater Canada or any other distribution of the assets of Bowater Canada among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Bowater Canada in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation Bowater Canada among the holders of the Common Shares, the Preferred Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share share (the "Liquidation Amount") equal to to: (ia) the Current Market Price of a Parent Bowater Common Share on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation Bowater Canada causing to be delivered to such holder one Parent Bowater Common Share), plus ; plus (iib) the Unpaid Dividend Amount, if any, right to receive the full amount when paid of all unpaid dividends on any each such Exchangeable Share held by such holder on any dividend for which the record date which has occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Bowater Holdings of the Liquidation Call Right, the Corporation Bowater Canada shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act and the articles and by-laws of the Corporation Bowater Canada and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation Bowater Canada or at any office of the Transfer Agent as may be specified by the Corporation Bowater Canada by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation Bowater Canada for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation Bowater Canada or at any office of the Transfer Agent as may be specified by the Corporation Bowater Canada by notice to the holders of Exchangeable Shares, on behalf of the Corporation Bowater Canada of certificates representing Parent Bowater Common Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and on the applicable dividend payment date a cheque of the Corporation Bowater Canada payable at par at any branch of the bankers of the Corporation Bowater Canada in respect of the remaining portion, if any, full amount of any unpaid dividends comprising part of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefromtherefrom by Bowater Canada). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Bowater Canada shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Bowater Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation Bowater Canada has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of 64 -9- these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationBowater Canada.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the exercise by Parent of the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall will be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") share equal to (i) the Current Market Price of a Parent Common Share Stock on the last Business Day prior to the Liquidation Date (the “Liquidation Amount”), which shall will be satisfied in full by the Corporation causing to be delivered to such holder one share of Parent Common Share)Stock, plus (ii) the Unpaid Dividend Amount, if any, together with all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Parent of the Liquidation Call Right, the Corporation shall will cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be are required to effect a transfer of Exchangeable Shares under the Act BCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent Parent or the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall will be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares Stock (which shares shall will be duly issued as fully paid and non- non-assessable and shall will be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall will cease to be holders of such Exchangeable Shares and shall will not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall will not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall will remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall will have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall will be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall will thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares Stock delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall will not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upup (the "Liquidation Date"), before any distribution of any part of the assets of the Corporation among to the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which the "Liquidation Amount") in accordance with Section 5.2. In connection with payment of the Liquidation Amount, the Corporation shall be satisfied in full by entitled to liquidate some of the Corporation causing to Jaws US Common Stock which would otherwise be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any deliverable as Exchangeable Share held by such holder on any dividend record date which occurred prior Consideration to the Liquidation Dateparticular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Jaws US of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act applicable law and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in Schedule A hereto or by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-pick up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in Schedule A hereto or by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates the Exchangeable Share Consideration representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account or for safe keeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent Jaws US Common Shares Stock delivered to them them. Notwithstanding the foregoing, until such payment or deposit of such Exchangeable Share Consideration, the custodian on their behalfholder shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share ProvisionsShare, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upup (the "Liquidation Date"), before any distribution of any part of the assets of the Corporation among to the holders of the Common Shares or any other shares Shares ranking junior to the Exchangeable Shares, an amount per equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which the "Liquidation Amount") in accordance with Section 5.2. In connection with payment of the Liquidation Amount, the Corporation shall be satisfied in full by entitled to liquidate some of the Corporation causing to Jaws US Common Stock which would otherwise be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any deliverable as Exchangeable Share held by such holder on any dividend record date which occurred prior Consideration to the Liquidation Dateparticular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Jaws US of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates Certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act applicable law and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in Schedule A hereto or by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-pick up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in Schedule A hereto or by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates the Exchangeable Share Consideration representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account or for safe keeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent Jaws US Common Shares Stock delivered to them them. Notwithstanding the foregoing, until such payment or deposit of such Exchangeable Share Consideration, the custodian on their behalfholder shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share ProvisionsShare, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 (1) In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the exercise by Callco of the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or dissolution, winding-upup or other distribution, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "“Liquidation Amount"”) equal to (i) the Current Market Price of a Parent Common Newmont Share on the last Business Day business day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation delivering or causing to be delivered to such holder one Parent Common Newmont Share), plus an amount equal the Dividend Amount in respect of such Exchangeable Share (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date). 5.2 (2) On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of provided the Liquidation Call RightRight has not been exercised by Callco, the Corporation shall pay or cause to be delivered paid to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act BCBCA and the articles and by-laws Articles of the Corporation and such additional documents documents, instruments and instruments payments as the Transfer Agent and the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery transferring or causing to be transferred to each holder the Newmont Shares to which such holder is entitled and by delivering to such holder, at the address of the such holder recorded in the securities register of shareholders of the Corporation for the Exchangeable Shares or by holding for pick-up by the such holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Newmont Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, Dividend Amount (if any), of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereofthereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit transfer or cause to be issued or transferred to, and deposited with, the total Agent the Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof thereof, such Liquidation Amount to be held by the Agent as trustee for and on behalf of, and for the use and benefit of, such holders. Upon such deposit being made, the rights of a holder of Exchangeable Shares after such deposit shall be limited to receiving its proportionate part of the Liquidation Amount for such Exchangeable Shares so deposited, without interest, and when received by the Agent, all dividends and other distributions with respect to the Newmont Shares to which such holder is entitled with a record date after the Liquidation Date and before the date of transfer of such Newmont Shares to such holder (in a custodial account with any chartered bank or trust company in Canada each case less any amounts withheld on account of tax required to be deducted and withheld therefrom. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates for the Exchangeable Shares held by them, respectively, them in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 (3) After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 Section 5(1) of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation. (4) Callco shall have the following rights in respect of the Exchangeable Shares: (a) Callco shall have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Newmont or an affiliate of Newmont) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Callco of an amount per Exchangeable Share equal to the Current Market Price of a Newmont Share on the last business day prior to the Liquidation Date, which shall be satisfied in full by Callco delivering or causing to be delivered to such holder one Newmont Share, plus any Dividend Amount in respect of such Exchangeable Share, if any (collectively, the “Liquidation Call Purchase Price”). In the event of the exercise of the Liquidation Call Right by Callco, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by such holder to Callco on the Liquidation Date on payment by Callco to such holder of the applicable Liquidation Call Purchase Price for each such Exchangeable Share, and the Corporation shall have no obligation to pay any portion of the Liquidation Amount (including the Dividend Amount) to the holders of such Exchangeable Shares so purchased by Callco. (b) To exercise the Liquidation Call Right, Callco must notify the Transfer Agent, as agent for the holders of Exchangeable Shares and the Corporation, of Callco’s intention to exercise such right at least 45 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of the Corporation or any other voluntary distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, and at least five business days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of the Corporation or any other involuntary distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by Callco. If Callco exercises the Liquidation Call Right, then on the Liquidation Date, Callco will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per Exchangeable Share equal to the applicable Liquidation Call Purchase Price for such Exchangeable Share. (c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, certificates representing the aggregate number of Newmont Shares required to be delivered pursuant to Section 5(4)(a) and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). Provided that Callco has complied with the immediately preceding sentence, on and after the Liquidation Date the holders of Exchangeable Shares shall cease to be holders of Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the aggregate Liquidation Call Purchase Price, unless payment of the aggregate Liquidation Call Purchase Price for the Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the following provisions of this Section 5(4)(c), in which case the rights of the holders shall remain unaffected until the aggregate Liquidation Call Purchase Price has been paid in the manner herein provided. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BCBCA and Articles of the Corporation and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange herefore, and the Transfer Agent on behalf of Callco shall transfer to such holder, the Newmont Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder certificates representing the Newmont Shares to which the holder is entitled and a cheque or cheques of Callco payable at par at any branch of the bankers of Callco representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such Newmont Shares with a record date after the Liquidation Date and before the date of the transfer of such Newmont Shares to such holder (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). If Callco does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date, the holders of the Exchangeable Shares will be entitled to receive in exchange herefore the Liquidation Amount otherwise payable by the Corporation in connection with the liquidation, dissolution or winding-up of the Corporation or any distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs pursuant to this Section 5. (5) Notwithstanding anything to the contrary contained in these share provisions, the Voting and Exchange Trust Agreement or the Support Agreement, the Liquidation Call Right may be exercised by, and the related obligations thereunder performed by, Newmont or an affiliate of Newmont, either alone or together with Callco.

DISTRIBUTION ON LIQUIDATION. 5.1 5.5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "“Liquidation Amount"”) equal to (i) the Current Market Price of a Parent share of Spinco Common Share Stock on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation causing to be delivered to such holder holder, for each such Exchangeable Share, one Parent share of Spinco Common Share), Stock plus (ii) the Unpaid Dividend Amount, if any, an amount equal to all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 5.5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Newco Canada of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of such Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation Corporation, of certificates representing Parent the shares of Spinco Common Shares Stock to which the holder is entitled (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and ), either in the form of certificates representing the shares of Spinco Common Stock or, in whole or in part, in book-entry form through the direct registration system and, if applicable, a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates the documents and instruments required in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, required documents and instruments in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent shares of Spinco Common Shares Stock delivered to them or the custodian on their behalf. 5.3 5.5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 5.5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 4.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Company in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation Company among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") share equal to (ia) the Current Market Price of a multiplied by the Current Parent Common Share Equivalent, in each case determined on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full in respect of all of the Exchangeable Shares held by such holder by the Corporation Company causing to be delivered to such holder one such whole number of Parent Common ShareShares as is equal to the product obtained by multiplying the number of such Exchangeable Shares by the Current Parent Common Share Equivalent (together with an amount in lieu of any fractional Parent Common Share resulting from such calculation payable in accordance with section 9.4), plus (iib) the Unpaid Dividend Amount, if any, aggregate of all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior up to the Liquidation DateDate (collectively the "Liquidation Amount"). 5.2 4.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco CDN2 of the Liquidation Call Right, the Corporation Company shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BC Company Act and the articles and by-laws of the Corporation Company and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of Exchangeable Shares, on behalf of the Corporation Company of certificates representing the Parent Common Shares to be delivered in payment thereof (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbranceLiens) and a cheque of the Corporation Company payable at par at any branch of the bankers of the Corporation Company in respect of the remaining portion, if any, any fractional Parent Common Share and all declared and unpaid dividends comprising part of the total Liquidation Amount (or, if any of such dividends were payable in each case less any amounts withheld on account of tax required property, such property or property that is the same as or economically equivalent to be deducted and withheld therefromsuch property). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation AmountAmount in respect of their Exchangeable Shares, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Company shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefromwithout interest) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent Common Shares delivered to them or the custodian on their behalfthem. 5.3 4.3 After the Corporation Company has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 4.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCompany.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the exercise by CanCo of the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, law to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation DateLIQUIDATION DATE") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Preferred Shares, the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share share equal to: (the "Liquidation Amount") equal to (ia) the Current Market Price of a Parent Common Share on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common ShareShare (subject to adjustment as provided for in Section 11.1), plus plus (iib) an additional amount equivalent to the Unpaid Dividend Amount, if any, full amount of all declared and unpaid dividends on any each such Exchangeable Share held by and all dividends declared on Parent Common Shares which have not been declared on such holder on any dividend Exchangeable Shares in accordance with Section 3.1 hereof (collectively the "LIQUIDATION AMOUNT", provided that if the record date which occurred prior to for any such declared and unpaid dividends occurs after the Liquidation Date, the Liquidation Amount shall not include such additional amount equivalent to such dividends). 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, Shares together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and byBy-laws of the Corporation and such additional documents and instruments as the Transfer Agent Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent such other address as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-pick up by the holder at the registered office of the Corporation Corporation, or at any office of the Transfer Agent such other address as may be specified by the Corporation by notice to the holders of the Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) registered in the name of the holder and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, portion of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount, if any. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company Corporation in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Exchangeable Share Provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation. 5.4 CanCo shall have the overriding right (the "LIQUIDATION CALL RIGHT"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Corporation pursuant to this Article 5, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is an Affiliate of Parent) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each of such holders on payment by CanCo of an amount per share equal to: (a) the Current Market Price of a Parent Common Share on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by causing to be delivered to such holder one Parent Common Share (subject to adjustment as provided for in Section 11.1), plus (b) an additional amount equivalent to the full amount of all dividends declared and unpaid on such Exchangeable Share and all dividends declared on Parent Common Shares which have not been declared on such Exchangeable Shares in accordance with Section 3.1 hereof (collectively the "LIQUIDATION CALL PURCHASE PRICE", provided that if the record date for any such declared and unpaid dividends occurs after the Liquidation Date, the Liquidation Call Purchase Price shall not include such additional amount equivalent to such dividends). In the event of the exercise of the Liquidation Call Right by CanCo, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to CanCo on the Liquidation Date on payment by CanCo to the holder of the Liquidation Call Purchase Price for each such share. 5.5 To exercise the Liquidation Call Right, CanCo must notify the holders of Exchangeable Shares, the Trustee and the Corporation of CanCo's intention to exercise such right at least 30 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of the Corporation and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of the Corporation. The Corporation shall notify the holders of Exchangeable Shares as to whether or not CanCo has exercised the Liquidation Call Right forthwith after the expiry of the period during which same may be exercised by CanCo. If CanCo exercises the Liquidation Call Right, on the Liquidation Date, CanCo will purchase and the holders will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price. 5.6 For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, CanCo shall deposit with the Corporation or the Depository, on or before the Liquidation Date, certificates representing the aggregate number of Parent Common Shares deliverable by CanCo in payment of the total Liquidation Call Purchase Price and a cheque or cheques in the amount of the remaining portion, if any, of the total Liquidation Call Purchase Price. Provided that the total Liquidation Call Purchase Price has been so deposited with the Corporation or the Depository, on and after the Liquidation Date the rights of each holder of Exchangeable Shares will be limited to receiving such holder's proportionate part of the total Liquidation Call Purchase Price payable by CanCo upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the Parent Common Shares delivered to it. Upon surrender to the Corporation of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the By-laws of the Corporation and such additional documents and instruments as the Corporation may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Corporation on behalf of CanCo shall deliver to such holder, certificates representing the Parent Common Shares to which the holder is entitled and a cheque or cheques of CanCo payable at par and in Canadian dollars at any branch of the bankers of CanCo or of the Corporation in Canada in payment of the remaining portion, if any, of the total Liquidation Call Purchase Price. If CanCo does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by the Corporation in connection with the liquidation, dissolution or winding-up of the Corporation pursuant to this Article 5.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the exercise by Parent of the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") share equal to (i) the Current Market Price of a Parent Common Share Stock on the last Business Day prior to the Liquidation Date (the “Liquidation Amount”), which shall be satisfied in full by the Corporation causing to be delivered to such holder one share of Parent Common Share)Stock, plus (ii) the Unpaid Dividend Amount, if any, together with all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Parent of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be are required to effect a transfer of Exchangeable Shares under the Act SBCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent Parent or the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares Stock (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares Stock delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, a holder of Series 1 Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Series 1 Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among to the holders of the Common Shares or any other shares ranking junior to the Series 1 Exchangeable Shares, an amount per equal to the Series 1 Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which the "Liquidation Amount"). In connection with and as part of the payment of the Liquidation Amount, the Corporation shall be satisfied in full by entitled to liquidate some of the Corporation causing to Weatherford Common Stock that would otherwise be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior deliverable to the Liquidation Dateparticular holder of Series 1 Exchangeable Shares in order to fund any statutory withholding tax obligation. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Weatherford of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Series 1 Exchangeable Shares the Liquidation Amount for each such Series 1 Exchangeable Share upon presentation and surrender of the certificates representing such Series 1 Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Series 1 Exchangeable Shares under the Business Corporations Act (Alberta) and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Series 1 Exchangeable Shares. Payment of the total Liquidation Amount for such Series 1 Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Series 1 Exchangeable Shares or by holding for pick-pick up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Series 1 Exchangeable Shares, on behalf of the Corporation of certificates the Series 1 Exchangeable Share Consideration representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Series 1 Exchangeable Shares shall cease to be holders of such Series 1 Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Series 1 Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Series 1 Exchangeable Share Consideration in respect of the Series 1 Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account or for safe keeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Series 1 Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Series 1 Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Series 1 Exchangeable Share Consideration, the holders of the Series 1 Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent Weatherford Common Shares Stock delivered to them or them. Notwithstanding the custodian on their behalfforegoing, until such Series 1 Exchangeable Share Consideration is delivered to the holder, the holder shall be deemed to still be a holder of Series 1 Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Series 1 Exchangeable Shares the Liquidation Amount per Series 1 Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable lawlaw and to the exercise by Callco of the Liquidation Call Right, to receive from the assets of the Corporation Company in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or dissolution, winding-upup or distribution of assets, before any distribution of any part of the assets of the Corporation Company among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share"Liquidation Amount"), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Callco of the Liquidation Call Right, the Corporation Company shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act CBCA and the articles and by-laws of the Corporation Company and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, at the registered office of the Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque Company of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of Exchangeable Share Consideration representing the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereofthereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has to which such holders are entitled shall have been paid to such holders in the manner hereinbefore provided. The Corporation Company shall have the right at any time after on or before the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares Shares, after such deposit deposit, shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Acquiror Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation Company has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCompany.

DISTRIBUTION ON LIQUIDATION. SECTION 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Company, an Insolvency Event or any other distribution of the assets of the Company among its members for the purpose of winding-up its affairs, a holder of Exchangeable Preferred Shares shall be entitled, subject to applicable law, to receive from an amount of $1.00 for each Preferred Share (the assets of the Corporation in respect of each Exchangeable Share held by such holder "Liquidation Consideration") on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upup of the Company, or of an Insolvency Event or any other distribution of the assets of the Company among its members (the "Liquidation Date"), before any distribution of any part of the assets of the Corporation among Company to the holders of the Common Shares or any other shares ranking junior to Shares of the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation DateCompany. SECTION 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of the Liquidation Call Right, the Corporation Company shall cause to be delivered to the holders of the Exchangeable Preferred Shares the Liquidation Amount Consideration for each such Exchangeable Preferred Share upon presentation and surrender of the certificates representing such Exchangeable Preferred Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Preferred Shares under the Act and the articles and by-laws constating documents of the Corporation Company and such additional documents and instruments as the Transfer Agent Company may reasonably require, at the registered office principal executive offices of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable SharesCompany. Payment of the The total Liquidation Amount Consideration for such Exchangeable Preferred Shares shall be made by delivery delivered to each holder, at the address of the holder recorded in the securities register of the Corporation Company for the Exchangeable Preferred Shares or by holding for pick-pick up by the holder at the registered office place of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)delivery. On and after the Liquidation Date, the holders of the Exchangeable Preferred Shares shall cease to be holders of such Exchangeable Preferred Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part share of the total Liquidation AmountConsideration, unless payment of the total Liquidation Amount Consideration for such Exchangeable Preferred Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, provisions in which case the rights of the holders shall remain unaffected until the total Liquidation Amount Consideration has been paid in the manner hereinbefore provided. The Corporation Company shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Consideration in respect of the Exchangeable Preferred Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with the custody of any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Preferred Shares after such deposit shall be limited to receiving their proportionate part share of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) Consideration for such Exchangeable Preferred Shares so deposited, deposited against presentation and surrender of the said such certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. SECTION 5.3 After the Corporation Company has satisfied its obligations to pay the holders of the Exchangeable Preferred Shares the Liquidation Amount Consideration per Exchangeable Share pursuant to section 5.1 of these Share ProvisionsPreferred Share, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCompany.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among to the holders of the Common Voting Shares or any other shares ranking junior to the Exchangeable Shares, an amount per equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which the "Liquidation Amount"). In connection with payment of the Liquidation Amount, the Corporation shall be satisfied in full by entitled to liquidate some of the Corporation causing to US Co Common Stock that would otherwise be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior deliverable to the Liquidation Dateparticular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco US Co of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act applicable law and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-pick up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates the Exchangeable Share Consideration representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account or for safe keeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent US Co Common Shares Stock delivered to them or the custodian on their behalfthem. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Class A Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") share equal to (i) the Current Market Price of a Parent Secure Common Share on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation causing to be delivered to such holder (a) one Parent Secure Common Share), plus (iib) an additional amount equivalent to the Unpaid Dividend Amount, if any, full amount of all declared and unpaid dividends on any each such Exchangeable Share held by and all dividends declared on Secure Common Shares which have not been declared on such holder on any dividend Exchangeable Shares in accordance with section 3.1 of the Exchangeable Share Provisions (collectively the "Liquidation Amount"), provided that if the record date which occurred prior to for any such declared and unpaid dividends occurs on or after the Liquidation DateDate the Liquidation Amount shall not include such additional amount equivalent to such dividends. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Secure of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount (less any tax required to be deducted and withheld therefrom by the Corporation) for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, Shares together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act OBCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-pick up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Secure Common Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim claim, encumbrance, security interest or encumbranceadverse claim) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, amount equivalent to the full amount of all declared and unpaid dividends comprising part of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefromtherefrom by the Corporation). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount so deposited (in each case less such amounts withheld on account of any tax required to be deducted and withheld therefrom) without interest for such Exchangeable Shares so depositedShares, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent Secure Common Shares delivered to them them. To the extent that the amount of tax required to be deducted or withheld from any payment to a holder of Exchangeable Shares exceeds the custodian on their behalfcash portion of such payment, the Corporation is hereby authorized to sell or otherwise dispose of at fair market value such portion of the property then payable to the holder as is necessary to provide sufficient funds to the Corporation in order to enable it to comply with such deduction or withholding requirement and the Corporation shall give an accounting to the holder with respect thereto and any balance of such proceeds of sale. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 6.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of LuxCo or any other distribution of the assets of LuxCo among its shareholders for the purpose of winding up its affairs, a holder of LuxCo Exchangeable Preferred Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation LuxCo in respect of each LuxCo Exchangeable Preferred Share held by such holder on the effective date (the "Liquidation DateLIQUIDATION DATE") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation LuxCo among the holders of the LuxCo Common Shares or any other shares ranking junior to the LuxCo Exchangeable Preferred Shares, an amount per Exchangeable Share share (the "Liquidation AmountLIQUIDATION AMOUNT") equal to (i) the Current Market Price of a Parent 1,066.44 ParentCo Common Share Shares, subject to adjustment in accordance with Article 14 hereof, on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation LuxCo causing to be delivered to such holder one Parent 1,066.44 ParentCo Common Share)Shares, subject to adjustment in accordance with Article 14 hereof, plus (ii) the Unpaid Dividend Amount, if any, an amount equal to all declared and unpaid dividends on any each such LuxCo Exchangeable Preferred Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 6.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco ParentCo of the Liquidation Call Right, the Corporation LuxCo shall cause to be delivered to the holders of the LuxCo Exchangeable Preferred Shares the Liquidation Amount for each such LuxCo Exchangeable Preferred Share upon presentation and surrender of the certificates representing such LuxCo Exchangeable Preferred Shares, together with such other documents and instruments as may be required to effect a transfer of LuxCo Exchangeable Preferred Shares under the Act applicable corporate legislation in Luxembourg and the articles and by-laws Articles of the Corporation LuxCo and such additional documents and instruments as the Transfer Agent and LuxCo may reasonably require, at the registered office of the Corporation LuxCo or at any office of the Transfer Agent as may be specified by the Corporation LuxCo by notice to the holders of the LuxCo Exchangeable Preferred Shares. Payment of the total Liquidation Amount for such LuxCo Exchangeable Preferred Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation LuxCo for the LuxCo Exchangeable Preferred Shares or by holding for pick-up by the holder at the registered office of the Corporation LuxCo or at any office of the Transfer Agent as may be specified by the Corporation LuxCo by notice to the holders of LuxCo, Exchangeable Preferred Shares, on behalf of the Corporation LuxCo, of certificates representing Parent ParentCo Common Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation LuxCo payable at par at any branch of the bankers of the Corporation LuxCo in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the LuxCo Exchangeable Preferred Shares shall cease to be holders of such LuxCo Exchangeable Preferred Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such LuxCo Exchangeable Preferred Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation LuxCo shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the LuxCo Exchangeable Preferred Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered commercial bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromLuxembourg. Upon such deposit being made, the rights of the holders of LuxCo Exchangeable Preferred Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such LuxCo Exchangeable Preferred Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation liquidation Amount, the holders of the LuxCo Exchangeable Preferred Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent ParentCo Common Shares delivered to them or the custodian on their behalf. 5.3 6.3 After the Corporation LuxCo has satisfied its obligations to pay the holders of the LuxCo Exchangeable Preferred Shares the Liquidation Amount per LuxCo Exchangeable Preferred Share pursuant to section 5.1 of these Share Provisions, 6.1 hereof such holders shall not be entitled to share in any further distribution of the assets of the CorporationLuxCo.

DISTRIBUTION ON LIQUIDATION. 5.1 (1) In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the exercise by Callco of the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation DateLIQUIDATION DATE") of such liquidation, dissolution or dissolution, winding-upup or other distribution, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share share (the "Liquidation LIQUIDATION Amount") equal to (i) the Current Market Price of a Parent Common an AMVESCAP Ordinary Share on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation delivering or causing to be delivered to such holder one Parent Common AMVESCAP Ordinary Share), plus (ii) the Unpaid Dividend Amount, if any, an amount equal to all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 (2) On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of provided the Liquidation Call RightRight has not been exercised by Callco, the Corporation shall pay or cause to be delivered paid to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Companies Act and the articles Memorandum and by-laws Articles of Association of the Corporation and such additional documents documents, instruments and instruments payments (including, without limitation, any applicable Stamp Taxes) as the Transfer Agent and the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery transferring or causing to be transferred to each holder the AMVESCAP Ordinary Shares to which such holder is entitled and by delivering to such holder, at the address of the such holder recorded in the securities register of shareholders of the Corporation for the Exchangeable Shares or by holding for pick-up by the such holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common AMVESCAP Ordinary Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (Amount, in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereofthereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit transfer or cause to be issued or transferred to, and deposited with, the Agent the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof thereof, such Liquidation Amount to be held by the Agent as trustee for and on behalf of, and for the use and benefit of, such holders. Upon such deposit being made, the rights of a holder of Exchangeable Shares after such deposit shall be limited to receiving its proportionate part of the total Liquidation Amount for such Exchangeable Shares so deposited, without interest, and when received by the Agent, all dividends and other distributions with respect to the AMVESCAP Ordinary Shares to which such holder is entitled with a record date after the date of such deposit and before the date of transfer of such AMVESCAP Ordinary Shares to such holder (in a custodial account with any chartered bank or trust company in Canada each case less any amounts withheld on account of tax required to be deducted and withheld therefrom. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates for the Exchangeable Shares held by them, respectively, them in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 (3) After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 5(1) of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distribution, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upthe Liquidation Distribution, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to of the Exchangeable SharesCorporation, an amount per Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent WACI Common Share on the last Business Day prior to the Liquidation Date (which shall may be satisfied in full by the Corporation causing an instruction to be delivered given to such the Agent to disburse, in respect of each Exchangeable Share held by each respective holder thereof, one Parent WACI Common Share, and obtaining written confirmation of such disbursement by the Agent), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 WACI shall notify all holders of the Exchangeable Shares, of any proposed liquidation, dissolution or winding-up of the Corporation, at least 60 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of the Corporation, and promptly upon receiving notice of or becoming aware of any claim, suit, petition or other proceeding with respect to an involuntary liquidation, dissolution or winding-up of the Corporation. 5.3 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco WACI of the Liquidation Call Right, the Corporation shall issue an instruction to WACI and to the Agent to cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Support Agreement Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Agent and Transfer Agent may reasonably require, at the registered office of the Corporation WACI or at any office of the Agent or Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation WACI or at any office of the Agent or Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent WACI Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbranceencumbrance except with respect to restrictions and legends required for purposes of compliance with U.S. federal securities laws) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefrom. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent WACI Common Shares delivered to them or the custodian on their behalf. 5.3 5.4 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share Provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Company in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation Company among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation Company causing to be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Parent of the Liquidation Call Right, the Corporation Company shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws Articles of the Corporation Company and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, at the registered office of the Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of members of the Corporation Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of Exchangeable Shares, on behalf of the Corporation Company of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation Company payable at par at any branch of the bankers of the Corporation Company in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Company shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation Company has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCompany.

DISTRIBUTION ON LIQUIDATION. 5.1 9.1 In the event of a Liquidation Distribution, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Exchangeco in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upto the Liquidation Distribution, before any distribution of any part of the assets of the Corporation Exchangeco among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Sharesof Exchangeco, an amount per Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Patch Share on the last Business Day prior to the Liquidation Date (which shall may be satisfied in full by the Corporation Exchangeco causing Patch to be delivered to such deliver, in respect of each Exchangeable Share held by each respective holder thereof, one Parent Common Patch Share), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 9.2 Patch and Exchangeco shall notify all holders of the Exchangeable Shares, of any proposed liquidation, dissolution or winding-up of Exchangeco, at least 60 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of Exchangeco, and promptly upon receiving notice of or becoming aware of any claim, suit, petition or other proceeding with respect to an involuntary liquidation, dissolution or winding-up of Exchangeco. 9.3 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Patch of the Liquidation Call Right, the Corporation Exchangeco shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation Exchangeco and such additional documents and instruments as the Trustee and Transfer Agent may reasonably require, at the registered office of the Corporation Exchangeco or at any office of the Trustee or Transfer Agent as may be specified by the Corporation Exchangeco by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation Exchangeco for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation Exchangeco or at any office of the Transfer Agent as may be specified by the Corporation Exchangeco by notice to the holders of Exchangeable Shares, on behalf of Exchangeco of the Corporation of certificates representing Parent Common Patch Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) encumbrance and a cheque of the Corporation Exchangeco payable at par at any branch of the bankers of the Corporation Exchangeco in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Exchangeco shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefrom. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter hereafter be considered and deemed for all purposes to be holders of the Parent Common Patch Shares delivered to them or the custodian on their behalf. 5.3 9.4 After the Corporation Exchangeco has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 9.1 of these Share Provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationExchangeco.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, provided that neither OSI nor OSI ULC shall have exercised the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upup (the "Liquidation Date"), before any distribution of any part of the assets of the Corporation among to the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which the "Liquidation Amount") in accordance with Section 5.2. In connection with payment of the Liquidation Amount, the Corporation shall be satisfied in full by entitled to liquidate some of the Corporation causing to OSI Common Stock which would otherwise be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any deliverable as Exchangeable Share held by such holder on any dividend record date which occurred prior Consideration to the Liquidation Dateparticular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 5.2 On or promptly Within three Business Days after the Liquidation Date, and subject to the exercise by NovaScotiaco OSI or OSI ULC of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act applicable law and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in Schedule A hereto or by notice to the holders of the Exchangeable SharesShares (provided that such presentation and surrender shall be valid if made at the office of the Transfer Agent, if any, in the province in which such holder is listed on the books of the Corporation). Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-pick up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in Schedule A hereto or by notice to the holders of Exchangeable SharesShares (provided that such delivery shall be made to the holder at its address recorded in the securities register of the Corporation or at the office of the transfer 47 48 agent, if any, in the province in which the address of the holder recorded in the securities register of the Corporation is located), on behalf of the Corporation of certificates the Exchangeable Share Consideration representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account or for safe keeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent OSI Common Shares Stock delivered to them them. Notwithstanding the foregoing, until such payment or deposit of such Exchangeable Share Consideration, the custodian on their behalfholder shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share ProvisionsShare, such holders shall not be entitled to share in any further distribution of the assets of the Corporation. 5.4 If OSI or OSI ULC exercises the Liquidation Call Right, each holder of Exchangeable Shares shall be obligated to sell the Exchangeable Shares held by such holder to OSI or OSI ULC, as the case may be, on the Liquidation Date on payment to such holder by OSI or OSI ULC, as the case may be, of the Exchangeable Share Consideration representing the Liquidation Call Purchase Price for each Exchangeable Share.

DISTRIBUTION ON LIQUIDATION. Section 5.1 In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the exercise by NAR Subco of the Liquidation DistributionCall Right, a holder of CN Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each CN Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common CN Voting Shares, the CN Special Limited Voting Shares, the CN Non-voting Equity Shares or any other shares ranking junior to the CN Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") share equal to (i) the Current Market Price of a Parent Common Share Newco Stapled Unit on the last Business Day prior to the Liquidation Date (the "Liquidation Amount"), which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Newco Common Share), plus (ii) the Unpaid Dividend Amount, if any, together with all declared and unpaid dividends on any each such CN Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. Section 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco NAR Subco of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the CN Exchangeable Shares the Liquidation Amount for each such CN Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Sharesthe CN Stapled Units, together with such other documents and instruments as may be required to effect a transfer of CN Exchangeable Shares under the Act CBCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the CN Exchangeable Shares. Payment of the total Liquidation Amount for such CN Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares CN Stapled Units or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Sharesthe CN Stapled Units, on behalf of the Corporation of certificates representing Parent Newco Common Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the CN Exchangeable Shares shall cease to be holders of such CN Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such CN Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the CN Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of CN Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such CN Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the CN Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Newco Common Shares delivered to them or the custodian on their behalf. Section 5.3 After the Corporation has satisfied its obligations to pay the holders of the CN Exchangeable Shares the Liquidation Amount per CN Exchangeable Share pursuant to section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distribution, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upthe Liquidation Distribution, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent WACI Common Share on the last Business Day prior to the Liquidation Date (which shall may be satisfied in full by the Corporation causing to be delivered to such holder one Parent WACI Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 The Corporation shall notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, of any proposed liquidation, dissolution or winding-up of the Corporation, at least 60 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of the Corporation, and promptly upon receiving notice of or becoming aware of any claim, suit, petition or other proceeding with respect to an involuntary liquidation, dissolution or winding-up of the Corporation. 5.3 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco WACI of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent WACI Common Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefrom. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent WACI Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share Provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of Bowater Canada or any other distribution of the assets of Bowater Canada among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Bowater Canada in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation Bowater Canada among the holders of the Common Shares, the Preferred Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share share (the "Liquidation Amount") equal to to: (ia) the Current Market Price of a Parent Bowater Common Share on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation Bowater Canada causing to be delivered to such holder one Parent Bowater Common Share), plus ; plus (iib) the Unpaid Dividend Amount, if any, right to receive the full amount when paid of all unpaid dividends on any each such Exchangeable Share held by such holder on any dividend for which the record date which has occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Bowater Holdings of the Liquidation Call Right, the Corporation Bowater Canada shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act and the articles and by-laws of the Corporation Bowater Canada and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation Bowater Canada or at any office of the Transfer Agent as may be specified by the Corporation Bowater Canada by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation Bowater Canada for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation Bowater Canada or at any office of the Transfer Agent as may be specified by the Corporation Bowater Canada by notice to the holders of Exchangeable Shares, on behalf of the Corporation Bowater Canada of certificates representing Parent Bowater Common Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and on the applicable dividend payment date a cheque of the Corporation Bowater Canada payable at par at any branch of the bankers of the Corporation Bowater Canada in respect of the remaining portion, if any, full amount of any unpaid dividends comprising part of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefromtherefrom by Bowater Canada). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Bowater Canada shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Bowater Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation Bowater Canada has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationBowater Canada.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable lawlaw and to the exercise by CallCo of the Liquidation Call Right, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or dissolution, winding-upup or distribution of assets, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares, Preferred Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share"Liquidation Amount"), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco CallCo of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act ABCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require, require at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates the Exchangeable Share Consideration representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, thereof (including any rights under the Voting and Exchange Trust Agreement) other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has to which such holders are entitled shall have been paid to such holders in the manner hereinbefore provided. The Corporation shall have the right at any time after on or before the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares Shares, after such deposit deposit, shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Acquiror Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share ProvisionsSection 5.1, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Purchaser or any other distribution of the assets of the Purchaser among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable lawlaw and to the exercise by Canco of the Liquidation Call Right, to receive from the assets of the Corporation Purchaser in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or dissolution, winding-upup or distribution of assets, before any distribution of any part of the assets of the Corporation Purchaser among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share"Liquidation Amount"), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Canco of the Liquidation Call Right, the Corporation Purchaser shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act CBCA and the articles and by-laws of the Corporation Purchaser and such additional documents and instruments as the Transfer Agent and the Purchaser may reasonably require, at the registered office of the Corporation Purchaser or at any office of the Transfer Agent as may be specified by the Corporation Purchaser by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holderHolder, at the address of the holder Holder recorded in the securities register of the Corporation Purchaser for the Exchangeable Shares or by holding for pick-up by the holder Holder at the registered office of the Corporation Purchaser or at any office of the Transfer Agent as may be specified by the Corporation Purchaser by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque Purchaser of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of Exchangeable Share Consideration representing the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders Holders in respect thereofthereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has to which such holders are entitled shall have been paid to such holders in the manner hereinbefore provided. The Corporation Purchaser shall have the right at any time after on or before the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares Shares, after such deposit deposit, shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation Purchaser has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationPurchaser.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Company in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation DateLIQUIDATION DATE") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation Company among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, one (1) share of Buyer Common Stock, plus an amount per equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share and all dividends declared on Buyer Common Stock which have not been declared on such Exchangeable Shares in accordance with Section 3.1 of these share provisions (collectively the "Liquidation AmountLIQUIDATION AMOUNT") equal to (i) the Current Market Price of a Parent Common Share on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share), plus (ii) provided that if the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to for any such declared and unpaid dividends occurs on or after the Liquidation Date, the Liquidation Amount shall not include such additional amount equivalent to such dividends. 5.2 On or promptly after the Liquidation Date, Date and subject to the exercise by NovaScotiaco QuebecCo of the Liquidation Call Right, the Corporation Company shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount (less any tax required to be deducted and withheld therefrom by the Company) for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act Company Law and the articles and by-laws of the Corporation Company and such additional documents and instruments as the Transfer Agent Company may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent and in any manner whatsoever as may be specified by the Corporation Company by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by the Company, or on behalf of the Company by an authorized agent, by delivery to each holder, holder at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares Company or by holding for pick-pick up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent shares of Buyer Common Shares Stock (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim claim, encumbrance, security interest or encumbranceadverse claim) registered in the name of the holder and a cheque of the Corporation Company payable at par and in U.S. dollars at any branch of the bankers of the Corporation Company in respect of the remaining portion, if any, amount equivalent to the full amount of all declared and unpaid dividends and all dividends declared on shares of Buyer Common Stock which have not been declared on such Exchangeable Shares in accordance with Section 3.1 of these share provisions comprising part of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)therefrom by the Company) without interest. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Company shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with an authorized agent of the Company including, without limitation, any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount so deposited (in each case less such amounts withheld on account of any tax required to be deducted and withheld therefrom) without interest for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon In the event such payment or deposit of the total Liquidation AmountAmount is made pursuant to the provisions of this Section 5.2, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent Buyer Common Shares Stock delivered to them them. To the extent that the amount of tax required to be deducted or withheld from any payment to a holder of Exchangeable Shares exceeds the custodian on their behalfcash portion of such payment, the Company is hereby authorized to sell or otherwise dispose of at fair market value such portion of the property then payable to the holder as is necessary to provide sufficient funds to the Company in order to enable it to comply with such deduction or withholding requirement and the Company shall give an accounting to the holder with respect thereto and any balance of such proceeds of sale. 5.3 After the Corporation Company has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCompany.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a the liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, subject to the exercise by LoJack Callco of the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Company in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation Company among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share share (the "“Liquidation Amount"”) equal to (i) the Current Market Price of a Parent Common Share on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full by the Corporation Company causing to be delivered to such holder one Parent LoJack Common Share), plus (ii) the Unpaid Dividend Amount, if any, an amount equal to all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco LoJack Callco of the Liquidation Call Right, the Corporation Company shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act CBCA and the articles and by-laws Articles of the Corporation Company and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, at the registered office of the Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of shareholders of the Corporation Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of Exchangeable Shares, on behalf of the Corporation Company of certificates representing Parent LoJack Common Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation Company payable at par at any branch of the bankers of the Corporation Company in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Company shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent LoJack Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation Company has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCompany.

DISTRIBUTION ON LIQUIDATION. 5.1 4.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Company in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before PARI PASSU with any distribution of any part of the assets of the Corporation Company among the holders of the Common Shares of the Company or any other shares ranking junior to PARI PASSU with the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") share equal to (ia) the Current Market Price of a multiplied by the Current Parent Common Share Equivalent, in each case determined on the last Business Day prior to the Liquidation Date (Date, which shall be satisfied in full in respect of all of the Exchangeable Shares held by such holder by the Corporation Company causing to be delivered to such holder one such whole number of shares of Parent Common ShareStock as is equal to the product obtained by multiplying the number of such Exchangeable Shares by the Current Parent Common Share Equivalent (together with an amount in lieu of any fractional share of Parent Common Stock resulting from such calculation payable in accordance with section 9.4), plus (iib) the Unpaid Dividend Amount, if any, aggregate of all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior up to the Liquidation DateDate (collectively the "Liquidation Amount"). 5.2 4.2 In any case of any liquidation, dissolution or winding-up of the Company pursuant to this Article 4, the Company shall, at least 15 days before the Liquidation Date, send or cause to be sent to each holder of Exchangeable Shares a notice in writing of such liquidation, dissolution or winding-up. Upon receipt of such notice of liquidation, dissolution or winding-up from the Company, each holder of Exchangeable Shares shall, within five (5) days after receipt of such notice, execute and deliver to the Company and Parent a certificate in the form attached hereto as SCHEDULE B. 4.3 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Parent of the Liquidation Call Right, the Corporation shall Company shall, subject to the provisions of Sections 4.5 and 4.6 hereof, cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BC Company Act and the articles and by-laws of the Corporation Company and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or Company and at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation Company or at any office of the Transfer Agent as may be specified by the Corporation Company by notice to the holders of Exchangeable Shares, on behalf of the Corporation Company of certificates representing the shares of Parent Common Shares Stock to be delivered in payment thereof (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbranceLiens) and a cheque of the Corporation Company payable at par at any branch of the bankers of the Corporation Company in respect of the remaining portion, if any, any fractional share of Parent Common Stock and all declared and unpaid dividends comprising part of the total Liquidation Amount (or, if any of such dividends were payable in each case less any amounts withheld on account of tax required property, such property or property that is the same as or economically equivalent to be deducted and withheld therefromsuch property). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation AmountAmount in respect of their Exchangeable Shares, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Company shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefromwithout interest) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the shares of Parent Common Shares Stock delivered to them or the custodian on their behalfthem. 5.3 4.4 After the Corporation Company has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 4.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCompany. 4.5 Notwithstanding anything expressed or implied in this Article 4 to the contrary, the Company shall not be obligated to make payment of the Liquidation Amount on any Exchangeable Shares pursuant to this Article 4 if such payment would violate, or cause Parent to violate, applicable federal, state or provincial securities laws of the United States or Canada. In the event that the Securities Act of 1933, as amended (the "Securities Act"), would require, as a condition precedent to any such payment of the Liquidation Amount, that the shares of Parent Common Stock to be issued in payment of such Liquidation Amount be registered under the Securities Act (and that no exemption is then available from such registration requirement), then Parent shall file a registration statement on Form S-3 with the United States Securities and Exchange Commission covering such shares of Parent Common Stock to be issued. 4.6 Notwithstanding anything expressed or implied in this Article 4 to the contrary, the Company shall not be obligated to make payment of the Liquidation Amount on any Exchangeable Shares pursuant to this Article 4 if the holder of such Exchangeable Shares has not reasonably satisfied the Company that such holder is not a Non-Resident Person, unless such holder has, prior to such payment, provided the Company with a Clearance Certificate having a Certificate Limit not less than the fair market value of the shares of Parent Common Stock to be issued in connection with such purchase, which fair market value shall be calculated as of the time of such purchase; but the Company may, at its option, (i) make payment of such Liquidation Amount, (ii) withhold the shares of Parent Common Stock that Parent would otherwise be required to deliver in connection with such payment (the "Section 4.6 Withheld Parent Common Stock"), (iii) sell any Section 4.6 Withheld Parent Common Stock and remit such portion of the sale proceeds to the Receiver General for Canada as may be required to fulfil any obligation pursuant to subsection 116(5) of the Income Tax Act and (iv) return any remaining Section 4.6 Withheld Parent Common Stock to the applicable holder.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upup (the "Liquidation Date"), before simultaneously with any distribution of any part of the assets of the Corporation among the holders in respect of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which the "Liquidation Amount"). In connection with payment of the Liquidation Amount, the Corporation shall be satisfied in full by entitled to liquidate some of the Corporation causing to TMW Common Stock which would otherwise be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior deliverable to the Liquidation Dateparticular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco TMW and Canco of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-pick up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates the Exchangeable Share Consideration representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account or for safe keeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent TMW Common Shares Stock delivered to them them. Notwithstanding the foregoing, until such payment or deposit of such Exchangeable Share Consideration, the custodian on their behalfholder shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting Trust Agreement. The Corporation shall be entitled to liquidate some of the TMW Common Stock that would otherwise be deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share ProvisionsShare, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. SECTION 5.1 In At any point in time after the issuance of a Series II Exchangeable Share, in the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its members for the purpose of winding-up its affairs, a holder of Series II Exchangeable Shares shall be entitled, subject to applicable law, to receive pari passu with any holder of Series I Exchangeable Shares from the assets of the Corporation Company in respect of each Series II Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upup (the "Liquidation Date"), before any distribution of any part of the assets of the Corporation among Company to the holders of the Common Shares or any other shares ranking junior to the Series II Exchangeable Shares, an amount per equal to the Series II Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share Consideration applicable on the last Business Day prior to the Liquidation Date (the Liquidation Amount"), which shall as set forth in Section 5.2, shall, subject to the exercise by Adsero Callco of the Liquidation Call Right, be fully paid and satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share), plus (ii) delivery by or on behalf of the Unpaid Dividend Amount, if any, on any Company of the Series II Exchangeable Share held by Consideration representing such holder on any dividend record date which occurred prior to the holder's total Liquidation DateAmount. SECTION 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Adsero Callco of the Liquidation Call Right, the Corporation Company shall cause to be delivered to the holders of the Series II Exchangeable Shares the Series II Exchangeable Share Consideration representing the Liquidation Amount for each such Series II Exchangeable Share upon presentation and surrender of the certificates representing such Series II Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Series II Exchangeable Shares under the Act and the articles and by-laws constating documents of the Corporation Company and such additional documents and instruments as the Transfer Agent Company may reasonably require, at the registered office principal executive offices of the Corporation Company or at any office of the Transfer Agent such other reasonable place as may be specified by the Corporation Board of Directors by notice to the holders of the Series II Exchangeable Shares. Payment of The Series II Exchangeable Share Consideration representing the total Liquidation Amount for such Series II Exchangeable Shares shall be made by delivery delivered to each holder, at the address of the holder recorded in the securities register of the Corporation Company for the Series II Exchangeable Shares or by holding for pick-pick up by the holder at the registered office place of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)delivery. On and after the Liquidation Date, the holders of the Series II Exchangeable Shares shall cease to be holders of such Series II Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part share of the Series II Exchangeable Share Consideration representing the total Liquidation Amount, unless payment of the Series II Exchangeable Share Consideration representing the total Liquidation Amount for such Series II Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, provisions in which case the rights of the holders shall remain unaffected until the Series II Exchangeable Share Consideration representing the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Company shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Series II Exchangeable Share Consideration in respect of the Series II Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account or for safekeeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Series II Exchangeable Shares after such deposit shall be limited to receiving their proportionate part share of the Series II Exchangeable Share Consideration representing the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Series II Exchangeable Shares so deposited, deposited against presentation and surrender of the said such certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Series II Exchangeable Share Consideration, the holders of the Series II Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent Adsero Common Shares delivered to them or the custodian on their behalf. SECTION 5.3 After the Corporation Company has satisfied its obligations to pay the holders of the Series II Exchangeable Shares the Series II Exchangeable Share Consideration representing the Liquidation Amount per Series II Exchangeable Share pursuant to section 5.1 of these Share ProvisionsShare, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCompany.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable lawlaw and to the exercise by Callco of the Liquidation Call Right, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or dissolution, winding-upup or distribution of assets, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share"Liquidation Amount"), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Callco of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act ABCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates the Exchangeable Share Consideration representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereofthereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has to which such holders are entitled shall have been paid to such holders in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders Record Holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares Shares, after such deposit deposit, shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders Record Holders of the Parent FCE Common Shares Stock delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. Section 5.1 In the event of a the liquidation, dissolution or winding-up of Avion or any other distribution of the assets of Avion among its shareholders for the purpose of winding up its affairs, subject to the exercise by Endeavour SubCo or Endeavour Gold of the Liquidation DistributionCall Right (which shall itself be subject to the sale and purchase contemplated by the Automatic Exchange Right), a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Avion in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or dissolution, winding-upup or other distribution, before any distribution of any part of the assets of the Corporation Avion among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share share (the "“Liquidation Amount"”) equal to the sum of (i) the Current Market Price of a Parent Common an Endeavour Share on the last Business Day prior to the Liquidation Date (Date, which shall shall, in the case of a holder of Exchangeable Shares other than Endeavour or an affiliate of Endeavour, be satisfied in full by the Corporation Avion causing to be delivered to such holder one Parent Common Share)Endeavour Share and, in any other case, by a payment in cash from Avion, plus (ii) the Unpaid Dividend Amount, if any, on any Amount with respect to such Exchangeable Share held by such holder on any dividend record date which occurred prior to determined as of the Liquidation Date. Section 5.2 On or promptly after the Liquidation Date, and subject to provided that the exercise sale and purchase contemplated by NovaScotiaco of the Automatic Exchange Right has not occurred and that the Liquidation Call RightRight has not been exercised by Endeavour SubCo or Endeavour Gold, the Corporation Avion shall pay or cause to be delivered paid to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act OBCA and the articles and by-laws of the Corporation and Avion, as applicable, together with such additional documents documents, instruments and instruments payments as the Transfer Agent and Avion may reasonably require, at the registered office of the Corporation Avion or at any office of the Transfer Agent as may be specified by the Corporation Avion by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made satisfied by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation shareholders of Avion for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation Avion or at any office of the Transfer Agent as may be specified by the Corporation Avion by notice to the holders of Exchangeable Shares, on behalf of Avion of (i) in the Corporation case of certificates representing Parent Common a holder of Exchangeable Shares other than Endeavour or an affiliate of Endeavour, the Endeavour Shares to which such holder is entitled (which shares securities shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and or, in any other case, a cheque of the Corporation Avion payable at par at any branch of the bankers of Avion, and (ii) if applicable, a cheque of Avion payable at par at any branch of the Corporation bankers of Avion in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefromunder Section 12.3). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereofthereof (including, without limitation, any rights under the Voting and Exchange Trust Agreement), other than the right to receive receive, without interest, their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates and other required documents and payments in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Avion shall have the right at any time promptly after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of such Exchangeable Shares after such deposit shall be limited to receiving receiving, without interest, their proportionate part of the total Liquidation Amount so deposited for such Exchangeable Shares and all dividends and other distributions with respect to the Endeavour Shares to which such holders are entitled with a record date on or after the Liquidation Date and before the time at which such holders become the holders of such Endeavour Shares, provided that a corresponding amount has not been received by such holders on their Exchangeable Shares (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefromunder Section 12.3) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates for such Exchangeable Shares held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Endeavour Shares delivered to them or the custodian on their behalf. Section 5.3 After the Corporation Avion has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share ProvisionsSection 5.1, such holders shall not be entitled to share in any further distribution of the assets of the CorporationAvion.

DISTRIBUTION ON LIQUIDATION. SECTION 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its members for the purpose of winding-up its affairs, a holder of Series I Exchangeable Shares shall be entitled, subject to applicable law, to receive pari passu with any holder of Series II Exchangeable Shares from the assets of the Corporation Company in respect of each Series I Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upup (the "Liquidation Date"), before any distribution of any part of the assets of the Corporation among Company to the holders of the Common Shares or any other shares ranking junior to the Series I Exchangeable Shares, an amount per equal to the Series I Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share Consideration applicable on the last Business Day prior to the Liquidation Date (the Liquidation Amount"), which shall as set forth in Section 5.2, shall, subject to the exercise by Adsero Callco of the Liquidation Call Right, be fully paid and satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share), plus (ii) delivery by or on behalf of the Unpaid Dividend Amount, if any, on any Company of the Series I Exchangeable Share held by Consideration representing such holder on any dividend record date which occurred prior to the holder's total Liquidation DateAmount. SECTION 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Adsero Callco of the Liquidation Call Right, the Corporation Company shall cause to be delivered to the holders of the Series I Exchangeable Shares the Series I Exchangeable Share Consideration representing the Liquidation Amount for each such Series I Exchangeable Share upon presentation and surrender of the certificates representing such Series I Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Series I Exchangeable Shares under the Act and the articles and by-laws constating documents of the Corporation Company and such additional documents and instruments as the Transfer Agent Company may reasonably require, at the registered office principal executive offices of the Corporation Company or at any office of the Transfer Agent such other reasonable place as may be specified by the Corporation Board of Directors by notice to the holders of the Series I Exchangeable Shares. Payment of The Series I Exchangeable Share Consideration representing the total Liquidation Amount for such Series I Exchangeable Shares shall be made by delivery delivered to each holder, at the address of the holder recorded in the securities register of the Corporation Company for the Series I Exchangeable Shares or by holding for pick-pick up by the holder at the registered office place of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)delivery. On and after the Liquidation Date, the holders of the Series I Exchangeable Shares shall cease to be holders of such Series I Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part share of the Series I Exchangeable Share Consideration representing the total Liquidation Amount, unless payment of the Series I Exchangeable Share Consideration representing the total Liquidation Amount for such Series I Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, provisions in which case the rights of the holders shall remain unaffected until the Series I Exchangeable Share Consideration representing the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Company shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Series I Exchangeable Share Consideration in respect of the Series I Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account or for safekeeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Series I Exchangeable Shares after such deposit shall be limited to receiving their proportionate part share of the Series I Exchangeable Share Consideration representing the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Series I Exchangeable Shares so deposited, deposited against presentation and surrender of the said such certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Series I Exchangeable Share Consideration, the holders of the Series I Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent Adsero Common Shares delivered to them or the custodian on their behalf. SECTION 5.3 After the Corporation Company has satisfied its obligations to pay the holders of the Series I Exchangeable Shares the Series I Exchangeable Share Consideration representing the Liquidation Amount per Series I Exchangeable Share pursuant to section 5.1 of these Share ProvisionsShare, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCompany.

DISTRIBUTION ON LIQUIDATION. 5.1 6.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, a holder of Exchangeable Shares a Class A Preferred Share shall be entitled, subject to applicable law, entitled to receive from the assets of the Corporation in respect of each Exchangeable Class A Preferred Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upup (the "Liquidation Date"), before any distribution of any part of the assets of the Corporation among to the holders of the Non-Voting Common Shares, the Voting Common Shares or any other shares ranking junior to the Exchangeable Class A Preferred Shares, and subject to the rights of the holders of the Class B Preferred Shares which rank on a parity with the Class A Preferred Shares upon such a distribution (on the basis provided herein), an amount per Exchangeable Share equal to the Class A Retraction Amount applicable on the Liquidation Date (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share on the last Business Day prior to the Liquidation Date (which in accordance with Section 6.2, which, as set forth in Section 6.2, shall be fully paid and satisfied in full by the payment and delivery by the Corporation causing to be delivered to such holder one Parent Common Share), plus (ii) of consideration representing the Unpaid Dividend Class A Retraction Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to or a rateable portion thereof (and both cash and non-cash items forming part of the Liquidation Date.consideration representing the Class A Retraction Amount shall be appropriately pro-rated).‌ 5.2 6.2 On or promptly after the Liquidation Date, and subject (a) if there are sufficient assets to pay the total Liquidation Amount on all Class A Preferred Shares, as well as total Liquidation Amount (as defined in Part II(6.1) below in relation to the exercise by NovaScotiaco of Class B Preferred Shares) on the Liquidation Call RightClass B Preferred Shares, the Corporation shall cause to be paid and delivered to the holders of the Exchangeable Class B Preferred Shares the Liquidation Amount for each such Exchangeable Share Class A Preferred Share; and (b) if there are insufficient assets to pay the total Liquidation Amount of the Class A Preferred Shares, as well as the total Liquidation Amount (as defined in Part II(6.1) below in relation to the Class B Preferred Shares) on the Class B Preferred Shares, the Corporation shall cause to be paid and delivered to the holders of the Class A Preferred Shares an amount equal to a rateable proportion of the total Liquidation Amount of all Class A Preferred Shares held by them and holders of Class B Preferred Shares shall be entitled to receive the same rateable proportion of their total Liquidation Amount, as provided in Part II(6.1) below. In each case, the Liquidation Amount (or rateable proportion thereof) shall be delivered upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Class A Preferred Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable SharesCorporation. Payment of the total Liquidation Amount (or rateable portion thereof) for such Exchangeable Class A Preferred Shares shall be made by delivery to each holder, at the address of for notice for the holder recorded as provided in the securities register of the Corporation for the Exchangeable Shares Support Agreement, or by holding for pick-pick up by the holder at the registered office of address for notice for the Corporation or at any office of as provided in the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if anySupport Agreement, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)or rateable portion thereof) representing such holder's entitlement as provided above. On and after the Liquidation Date, the holders of the Exchangeable Class A Preferred Shares shall cease to be holders of such Exchangeable Class A Preferred Shares and shall not be entitled to exercise any of the rights of holders in respect respect‌ thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment and delivery of the total Liquidation Amount (or rateable portion thereof) for such Exchangeable Class A Preferred Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount (or rateable portion thereof) has been paid and delivered in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited consideration representing the total Liquidation Class A Retraction Amount in respect of the Exchangeable Class A Preferred Shares represented by certificates that have not not, at the Liquidation Date Date, been surrendered by the holders thereof in a custodial account or for safe keeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable the Class A Preferred Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefromor rateable portion thereof) for such Exchangeable Class A Preferred Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 6.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Class A Preferred Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share ProvisionsClass A Preferred Share, such holders shall not be entitled to share in any further distribution of the assets of the Corporation. 6.4 The Corporation shall give written notice to the holders of Class A Preferred Shares of any Liquidation Date. In the case of a voluntary liquidation, distribution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs that has been approved by the shareholders as required under applicable law, such notice shall be given at least 60 days before the proposed Liquidation Date. In the case of any other liquidation, dissolution or winding-up of the Corporation or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, such notice shall be given as far in advance of the anticipated Liquidation Date as reasonably practicable in the circumstances, and in any event, not less than five Business Days before the anticipated Liquidation Date.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distribution, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-winding- up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Apta Common Share on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Apta Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Apta Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefrom. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Apta Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share Provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the exercise by Parent of the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") share equal to (i) the Current Market Price of a Parent Common Share Stock on the last Business Day prior to the Liquidation Date (the “Liquidation Amount”), which shall be satisfied in full by the Corporation causing to be delivered to such holder one share of Parent Common Share)Stock, plus (ii) the Unpaid Dividend Amount, if any, together with all declared and unpaid dividends on any each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Parent of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be are required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent Parent or the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares Stock (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares Stock delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, a holder Holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder Holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or dissolution, winding-upup or distribution of assets, before any distribution of any part of the assets of the Corporation among the holders Holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share"Liquidation Amount"), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders Holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act ABCA and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent Agent, if any, and the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent Agent, if any, as may be specified by the Corporation by notice to the holders Holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holderHolder, at the address of the holder Holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder Holder at the registered office of the Corporation or at any office of the Transfer Agent Agent, if any, as may be specified by the Corporation by notice to the holders Holders of Exchangeable Shares, on behalf of the Corporation of certificates the Exchangeable Share Consideration representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders Holders of the Exchangeable Shares shall cease to be holders Holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders Holders in respect thereofthereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders Holders shall remain unaffected until the total Liquidation Amount has to which such Holders are entitled shall have been paid to such Holders in the manner hereinbefore provided. The Corporation shall have the right at any time after on or before the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders Holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders Holders of Exchangeable Shares Shares, after such deposit deposit, shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders Holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Acquiror Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders Holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders Holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 (1) In the event of a the liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, subject to the exercise by Callco of the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Canco in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or dissolution, winding-upup or other distribution, before any distribution of any part of the assets of the Corporation 51 Table of Contents Canco among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share share (the "“Liquidation Amount"”) equal to (i) the Current Market Price of a Parent Common an RG Share on the last Business Day business day prior to the Liquidation Date (plus the Dividend Amount, which shall be satisfied in full by the Corporation Canco delivering or causing to be delivered to such holder one Parent Common RG Share), plus (ii) an amount equal to the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 (2) On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco of provided the Liquidation Call RightRight has not been exercised by Callco, the Corporation Canco shall pay or cause to be delivered paid to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act CBCA and the articles and by-laws Articles of the Corporation Canco and such additional documents documents, instruments and instruments payments as the Transfer Agent and Canco may reasonably require, at the registered office of the Corporation Canco or at any office of the Transfer Agent as may be specified by the Corporation Canco by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery transferring or causing to be transferred to each holder the RG Shares to which such holder is entitled and by delivering to such holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Canco, RG Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation Canco payable at par at any branch of the bankers of the Corporation Canco in respect of the remaining portionDividend Amount, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereofthereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Liquidation AmountAmount without interest, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation Canco shall have the right at any time after the Liquidation Date to deposit transfer or cause to be issued or transferred to, and deposited with, the total Agent the Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof thereof, such Liquidation Amount to be held by the Agent as trustee for and on behalf of, and for the use and benefit of, such holders. Upon such deposit being made, the rights of a holder of Exchangeable Shares after such deposit shall be limited to receiving its proportionate part of the Liquidation Amount for such Exchangeable Shares so deposited, without interest, and when received by the Agent, all dividends and other distributions with respect to the RG Shares to which such holder is entitled with a record date after the date of such deposit and before the date of transfer of such RG Shares to such holder (in a custodial account with any chartered bank or trust company in Canada each case less any amounts withheld on account of tax required to be deducted and withheld therefrom. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates for the Exchangeable Shares held by them, respectively, them in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 (3) After the Corporation Canco has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 Section 5(1) of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationCanco.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Dividend Access Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Dividend Access Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable SharesDividend Access Shares one (1) CLC Common Share, plus an amount per Exchangeable equivalent to the full amount of all declared and unpaid dividends on each such Dividend Access Share and all dividends declared on CLC Common Shares which have not been declared on such Dividend Access Shares in accordance with section 3.1 of these share provisions (collectively the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share), plus (ii) provided that if the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to for any such declared and unpaid dividends occurs on or after the Liquidation Date, the Liquidation Amount shall not include such additional amount equivalent to such dividends. 5.2 On or promptly after the Liquidation Date, Date and subject to the exercise by NovaScotiaco CLC of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Dividend Access Shares the Liquidation Amount (less any tax required to be deducted and withheld therefrom by the Corporation) for each such Exchangeable Dividend Access Share upon presentation and surrender of the certificates representing such Exchangeable Dividend Access Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Dividend Access Shares under the Act Corporate Law and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent and in any manner whatsoever as may be specified by the Corporation by notice to the holders of the Exchangeable Dividend Access Shares. Payment of the total Liquidation Amount for such Exchangeable Dividend Access Shares shall be made by the Corporation, or on behalf of the Corporation by an authorized agent, by delivery to each holder, holder at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-pick up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Dividend Access Shares, on behalf of the Corporation of certificates representing Parent CLC Common Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim claim, encumbrance, security interest or encumbranceadverse claim) registered in the name of the holder and a cheque of the Corporation payable at par and in U.S. dollars at any branch of the bankers of the Corporation in respect of the remaining portion, if any, amount equivalent to the full amount of all declared and unpaid dividends and all dividends declared on CLC Common Shares which have not been declared on such Dividend Access Shares in accordance with Section 3.1 of these share provisions comprising part of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)201 therefrom by the Corporation) without interest. On and after the Liquidation Date, the holders hlders of the Exchangeable Dividend Access Shares shall cease to be holders of such Exchangeable Dividend Access Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Dividend Access Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Dividend Access Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with an authorized agent of the Corporation including, without limitation, any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Dividend Access Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount so deposited (in each case less such amounts withheld on account of any tax required to be deducted and withheld therefrom) without interest for such Exchangeable Dividend Access Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon In the event such payment or deposit of the total Liquidation AmountAmount is made pursuant to the provisions of this Section 5.2, the holders of the Exchangeable Dividend Access Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent CLC Common Shares delivered to them them. To the extent that the amount of tax required to be deducted or withheld from any payment to a holder of Dividend Access Shares exceeds the custodian on their behalfcash portion of such payment, the Corporation is hereby authorized to sell or otherwise dispose of at fair market value such portion of the property then payable to the holder as is necessary to provide sufficient funds to the Corporation in order to enable it to comply with such deduction or withholding requirement and the Corporation shall give an accounting to the holder with respect thereto and any balance of such proceeds of sale. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Dividend Access Shares the Liquidation Amount per Exchangeable Dividend Access Share pursuant to section Section 5.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 19.1 In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, provided that neither JAG nor JAG Holdco shall have exercised the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upup (the "Liquidation Date"), before any distribution of any part of the assets of the Corporation among to the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which the "Liquidation Amount") in accordance with Section 5.2. In connection with payment of the Liquidation Amount, the Corporation shall be satisfied in full by entitled to liquidate some of the Corporation causing to JAG Common Stock which would otherwise be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any deliverable as Exchangeable Share held by such holder on any dividend record date which occurred prior Consideration to the Liquidation Dateparticular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 5.2 On or promptly 19.2 Within 10 Business Days after the Liquidation Date, and subject to the exercise by NovaScotiaco JAG or JAG Holdco of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act applicable law and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in Schedule A hereto or by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-pick up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in Schedule A hereto or by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates the Exchangeable Share Consideration representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account or for safe keeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be the holders of the Parent JAG Common Shares Stock delivered to them them. Notwithstanding the foregoing, until such payment or deposit of such Exchangeable Share Consideration, the custodian on their behalfholder shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement. 5.3 19.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share ProvisionsShare, such holders shall not be entitled to share in any further distribution of the assets of the Corporation. 19.4 If JAG or JAG Holdco exercises the Liquidation Call Right, each holder of Exchangeable Shares shall be obligated to sell the Exchangeable Shares held by such holder to JAG or JAG Holdco, as the case may be, on the Liquidation Date on payment to such holder by JAG or JAG Holdco, as the case may be, of the Exchangeable Share Consideration representing the Liquidation Call Purchase Price for each Exchangeable Share.

DISTRIBUTION ON LIQUIDATION. Section 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidationLiquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share Amount applicable on the last Business Day prior to the Liquidation Date (which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Common Share“Liquidation Amount”), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. Section 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco JTH of the Liquidation Call Rightits overriding call right specified in Section 5.3 below, (a) the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable SharesShare, together with certificates representing the same number of shares of JTH Class A Common Stock and such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation upon presentation and surrender of the certificates representing the Exchangeable Shares, and such additional documents and instruments as the Transfer Agent Corporation may reasonably require, at the registered office and (b) DataTax shall deliver to JTH for cancellation all outstanding shares of the Corporation or at any office of the Transfer Agent as may be specified JTH Special Voting Stock issued by the Corporation by notice to the holders of the Exchangeable SharesJTH. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates Share Consideration representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account or for safekeeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total such Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares JTH Class A Common Stock delivered to them. Notwithstanding the Liquidation Amount per foregoing, until such Exchangeable Share pursuant Consideration is delivered to section 5.1 the holder, DataTax shall be deemed to still be a holder of these Share ProvisionsJTH Special Voting Stock for purposes of all voting rights with respect thereto. (a) JTH shall have the overriding right (the “Liquidation Call Right”), such holders shall not be entitled to share in any further distribution the event of and notwithstanding the assets proposed liquidation, dissolution or winding-up of the Corporation, to purchase from all but not less than all of the holders (other than JTH and any Subsidiary thereof) of Exchangeable Shares on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder on payment by JTH to the holder of the Exchangeable Share Amount applicable on the last Business Day prior to the Liquidation Date (the “Liquidation Call Purchase Price”). In the event of the exercise of the Liquidation Call Right by JTH, each holder shall be obligated to sell all the Exchangeable Shares held by the holder to JTH on the Liquidation Date on payment by JTH to the holder of the Liquidation Call Purchase Price for each such share and the Corporation shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by JTH.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of FLP, whether voluntary or involuntary, or any other distribution of the assets of FLP among its Partners for the purpose of winding up its affairs, a holder of Exchangeable Shares Class B Units shall be entitled, subject to applicable lawlaw and to the exercise by the applicable Enerplus Subsidiary of the Liquidation Call Right, to receive from the assets of the Corporation FLP in respect of each Exchangeable Share Class B Unit held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or dissolution, winding-up, before any up or distribution of any part of the assets of the Corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") Class B Unit equal to (i) the Current Market Class B Unit Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which shall be satisfied the "Liquidation Amount") payable as provided in full by the Corporation causing to be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation DateSection 5.2. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco the applicable Enerplus Subsidiary of the Liquidation Call Right, the Corporation FLP shall cause to be delivered to the holders of the Exchangeable Shares Class B Units the Liquidation Amount for each such Exchangeable Share Class B Unit upon presentation and surrender of the certificates representing such Exchangeable SharesClass B Units, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares Class B Units under the Act and the articles and by-laws of the Corporation Limited Partnership Agreement and such additional documents and instruments as the Transfer Agent and FLP may reasonably require, at the registered office of the Corporation General Partner or at any office of the Transfer Agent as may be specified by the Corporation FLP by notice to the holders of the Exchangeable SharesClass B Units. Payment of the total Liquidation Amount for such Exchangeable Shares Class B Units shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation FLP for the Exchangeable Shares Class B Units or by holding for pick-up by the holder at the registered office of the Corporation General Partner or at any office of the Transfer Agent as may be specified by the Corporation FLP by notice to the holders of Exchangeable SharesClass B Units, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque FLP of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of Class B Unit Consideration representing the total Liquidation Amount (in each case less any amounts amount withheld on account of tax required pursuant to be deducted and withheld therefromArticle 14). . 5.3 On and after the Liquidation Date, the holders of the Exchangeable Shares Class B Units shall cease to be holders of such Exchangeable Shares Class B Units and shall not be entitled to exercise any of the rights of holders in respect thereofthereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Liquidation AmountAmount (less any amount withheld pursuant to Article 14), unless upon presentation and surrender of certificates in accordance with the foregoing provisions payment of the total Liquidation Amount (less any amount withheld pursuant to Article 14) for such Exchangeable Shares Class B Units shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisionsmade, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has (less any amount withheld pursuant to Article 14) to which such holders are entitled shall have been paid to such holders in the manner hereinbefore provided. The Corporation . 5.4 FLP shall have the right at any time after on or before the Liquidation Date to deposit or cause to be deposited the total Class B Unit Consideration representing the Liquidation Amount (less any amount withheld pursuant to Article 14) in respect of the Exchangeable Shares Class B Units represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares Class B Units, after such deposit deposit, shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares Class B Units so depositeddeposited (less any amount withheld pursuant to Article 14), against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Class B Unit Consideration, the holders of the Exchangeable Shares Class B Units shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares Enerplus Units delivered to them or the custodian on their behalf. 5.3 5.5 After the Corporation FLP has satisfied its obligations to pay the holders of the Exchangeable Shares Class B Units the Liquidation Amount per Exchangeable Share Class B Unit pursuant to section 5.1 of these Share ProvisionsSection 5.1, such holders shall not be entitled to share in any further distribution of the assets of the CorporationFLP.

DISTRIBUTION ON LIQUIDATION. 5.1 6.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, a holder of Exchangeable Shares a Class B Preferred Share shall be entitled, subject to applicable law, entitled to receive from the assets of the Corporation in respect of each Exchangeable Class B Preferred Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upup (the "Liquidation Date"), before any distribution of any part of the assets of the Corporation among to the holders of the Non-Voting Common Shares, the Voting Common Shares or any other shares ranking junior to the Exchangeable Class B Preferred Shares, and subject to the rights of the holders of the Class A Preferred Shares which rank on a parity with the Class B Preferred Shares upon such a distribution (on the basis provided herein), an amount per Exchangeable Share equal to the Class B Retraction Amount applicable on the Liquidation Date (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share on the last Business Day prior to the Liquidation Date (which in accordance with Section 6.2, which, as set forth in Section 6.2, shall be fully paid and satisfied in full by the payment and delivery by the Corporation causing to be delivered to such holder one Parent Common Share), plus (ii) of consideration representing the Unpaid Dividend Class B Retraction Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to or a rateable portion thereof (and both cash and non-cash items forming part of the Liquidation Dateconsideration representing the Class B Retraction Amount shall be appropriately pro-rated). 5.2 6.2 On or promptly after the Liquidation Date, and subject (a) if there are sufficient assets to pay the total Liquidation Amount on all Class B Preferred Shares, as well as total Liquidation Amount (as defined in Part I(6.1) above in relation to the exercise by NovaScotiaco of Class A Preferred Shares) on the Liquidation Call RightClass A Preferred Shares, the Corporation shall cause to be paid and delivered to the holders of the Exchangeable Class B Preferred Shares the Liquidation Amount for each such Exchangeable Share Class B Preferred Share; and (b) if there are insufficient assets to pay the total Liquidation Amount of the Class B Preferred Shares, as well as the total Liquidation Amount (as defined in Part I(6.1) above in relation to the Class A Preferred Shares) on the Class A Preferred Shares, the Corporation shall cause to be paid and delivered to the holders of the Class B Preferred Shares an amount equal to a rateable proportion of the total Liquidation Amount of all Class B Preferred Shares held by them and holders of Class A Preferred Shares shall be entitled to receive the same rateable proportion of their total Liquidation Amount, as provided in Part I(6.1) above. In each case, the Liquidation Amount (or rateable proportion thereof) shall be delivered upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Class B Preferred Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable SharesCorporation. Payment of the total Liquidation Amount (or rateable portion thereof) for such Exchangeable Class B Preferred Shares shall be made by delivery to each holder, at the address of for notice for the holder recorded as provided in the securities register of the Corporation for the Exchangeable Shares Support Agreement, or by holding for pick-pick up by the holder at the registered office of address for notice for the Corporation or at any office of as provided in the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if anySupport Agreement, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)or rateable portion thereof) representing such holder's entitlement as provided above. On and after the Liquidation Date, the holders of the Exchangeable Class B Preferred Shares shall cease to be holders of such Exchangeable Class B Preferred Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment and delivery of the total Liquidation Amount (or rateable portion thereof) for such Exchangeable Class B Preferred Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount (or rateable portion thereof) has been paid and delivered in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited consideration representing the total Liquidation Class B Retraction Amount in respect of the Exchangeable Class B Preferred Shares represented by certificates that have not not, at the Liquidation Date Date, been surrendered by the holders thereof in a custodial account or for safe keeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable the Class B Preferred Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefromor rateable portion thereof) for such Exchangeable Class B Preferred Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 6.3 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Class B Preferred Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share ProvisionsClass B Preferred Share, such holders shall not be entitled to share in any further distribution of the assets of the Corporation. 6.4 The Corporation shall give written notice to the holders of Class A Preferred Shares of any Liquidation Date. In the case of a voluntary liquidation, distribution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs that has been approved by the shareholders as required under applicable law, such notice shall be given at least 60 days before the proposed Liquidation Date. In the case of any other liquidation, dissolution or winding-up of the Corporation or other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, such notice shall be given as far in advance of the anticipated Liquidation Date as reasonably practicable in the circumstances, and in any event, not less than five Business Days before the anticipated Liquidation Date.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of Exchangeco or any other distribution of the assets of Exchangeco among its members for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation Exchangeco in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation DateLIQUIDATION DATE") of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation Exchangeco among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") share equal to (i) the Current Market Price of a Parent Redback Common Share on the last Business Day prior to the Liquidation Date (the "LIQUIDATION AMOUNT"), which shall be satisfied in full by the Corporation Exchangeco causing to be delivered to such holder one Parent Redback Common Share), plus (ii) together with the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Newco of the Liquidation Call Right, the Corporation Exchangeco shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Company Act and the articles and by-laws of the Corporation Exchangeco and such additional documents and instruments as the Transfer Agent and Exchangeco may reasonably require, at the registered office of the Corporation Exchangeco or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable SharesAgent's Office. Payment of the total Liquidation Amount for each such Exchangeable Shares Share shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation members of Exchangeco for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation Exchangeco or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable SharesAgent's Office, on behalf of the Corporation Exchangeco of certificates representing Parent Redback Common Shares (which shares shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation Exchangeco payable at par upon presentation at any branch of the bankers of the Corporation Exchangeco in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom) (without interest). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore providedprovided above. The Corporation Exchangeco shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) (without interest) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Redback Common Shares delivered to them or the custodian on their behalfthem. 5.3 After the Corporation Exchangeco has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 Article 5 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationExchangeco.

DISTRIBUTION ON LIQUIDATION. Section 5.1 In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the exercise by Newco [NAR Subco] of the Liquidation DistributionCall Right, a holder of CN Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each CN Exchangeable Share held by such holder on the effective date (the "''Liquidation Date"'') of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common CN Voting Shares, the CN Limited Voting Equity Shares or any other shares ranking junior to the CN Exchangeable Shares, an amount per Exchangeable Share (the "Liquidation Amount") share equal to (i) the Current Market Price of a Parent Common Share Newco Stapled Unit on the last Business Day prior to the Liquidation Date (the ''Liquidation Amount''), which shall be satisfied in full by the Corporation causing to be delivered to such holder one Parent Newco Common Share), plus (ii) the Unpaid Dividend Amount, if any, together with all declared and unpaid dividends on any each such CN Exchangeable Share held by such holder on any dividend record date which occurred prior to the Liquidation Date. Section 5.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco Newco [NAR Subco] of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the CN Exchangeable Shares the Liquidation Amount for each such CN Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Sharesthe CN Stapled Units, together with such other documents and instruments as may be required to effect a transfer of CN Exchangeable Shares under the Canada Business Corporations Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the CN Exchangeable Shares. Payment of the total Liquidation Amount for such CN Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares CN Stapled Units or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Sharesthe CN Stapled Units, on behalf of the Corporation of certificates representing Parent Newco Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the CN Exchangeable Shares shall cease to be holders of such CN Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such CN Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the CN Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of CN Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such CN Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amount, the holders of the CN Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Newco Common Shares delivered to them or the custodian on their behalf. Section 5.3 After the Corporation has satisfied its obligations to pay the holders of the CN Exchangeable Shares the Liquidation Amount per CN Exchangeable Share pursuant to section 5.1 [5.1] of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

DISTRIBUTION ON LIQUIDATION. 5.1 In the event of a the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, provided that neither OSI nor OSI ULC shall have exercised the Liquidation DistributionCall Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "Liquidation Date") of such liquidation, dissolution or winding-upup (the "Liquidation Date"), before any distribution of any part of the assets of the Corporation among to the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per equal to the Exchangeable Share (the "Liquidation Amount") equal to (i) the Current Market Price of a Parent Common Share applicable on the last Business Day prior to the Liquidation Date (which the "Liquidation Amount") in accordance with Section 5.2. In connection with payment of the Liquidation Amount, the Corporation shall be satisfied in full by entitled to liquidate some of the Corporation causing to OSI Common Stock which would otherwise be delivered to such holder one Parent Common Share), plus (ii) the Unpaid Dividend Amount, if any, on any deliverable as Exchangeable Share held by such holder on any dividend record date which occurred prior Consideration to the Liquidation Dateparticular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation. 5.2 On or promptly Within three Business Days after the Liquidation Date, and subject to the exercise by NovaScotiaco OSI or OSI ULC of the Liquidation Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act applicable law and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in Schedule A hereto or by notice to the holders of the Exchangeable SharesShares (provided that such presentation and surrender shall be valid if made at the office of the Transfer Agent, if any, in the province in which such holder is listed on the books of the Corporation). Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-pick up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in Schedule A hereto or by notice to the holders of Exchangeable SharesShares (provided that such delivery shall be made to the holder at its address recorded in the securities register of the Corporation or at the office of the transfer agent, if any, in the province in which the address of the holder recorded in the securities register of the Corporation is located), on behalf of the Corporation of certificates the Exchangeable Share Consideration representing Parent Common Shares (which shares shall be duly issued as fully paid and non- assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom)Amount. On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time on or after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount Exchangeable Share Consideration in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account or for safe keeping, in the case of non-cash items, with any chartered bank or trust company in Canada less any amounts withheld on account of tax required to be deducted and withheld therefromCanada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (in each case less such amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the total Liquidation Amountsuch Exchangeable Share Consideration, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares delivered to them or the custodian on their behalf. 5.3 After the Corporation has satisfied its obligations to pay the holders of the OSI Common Stock delivered to them. Notwithstanding the foregoing, until such payment or deposit of such Exchangeable Share Consideration, the holder shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Liquidation Amount per Exchangeable Share pursuant to section 5.1 of these Share Provisions, such holders shall not be entitled to share in any further distribution of the assets of the CorporationVoting and Exchange Trust Agreement.

DISTRIBUTION ON LIQUIDATION. 5.1 6.1 In the event of a Liquidation Distributionthe liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the "“Liquidation Date"”) of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the Corporation among the holders of the Common Shares, the Second Preferred Shares or any other shares ranking junior to the Exchangeable Shares, an amount per Exchangeable Share share (the "“Liquidation Amount"”) equal to (i) the Current Market Price of a Parent Common Share amount determined by multiplying the Exchange Ratio on the last Business Day prior to the Liquidation Date (by the Current Market Price of an ARC Energy Unit on the last Business Day prior to the Liquidation Date, which payment of the Liquidation Amount shall be satisfied in full by the Corporation delivering or causing to be delivered to such holder one Parent Common Share), plus (ii) that number of ARC Energy Units equal to the Unpaid Dividend Amount, if any, on any Exchangeable Share held by such holder on any dividend record date which occurred Exchange Ratio as at the last Business Day prior to the Liquidation Date, in accordance with Section 6.2 of these share provisions. 5.2 6.2 On or promptly after the Liquidation Date, and subject to the exercise by NovaScotiaco ARC Energy Trust or ARC Subco of the Liquidation Call Right, the Corporation shall deliver or cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the articles and by-laws of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of holders of the Exchangeable Shares maintained by or on behalf of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation Corporation, of certificates representing Parent Common Shares ARC Energy Units (which shares securities shall be duly issued as fully paid and non- non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion), if any, of the total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than than: (i) the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided. ; and (ii) the right to receive any declared and unpaid dividends on such Exchangeable Shares. 6.3 The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada Canada, less any amounts withheld on account of tax required to be deducted and or withheld therefrom. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to to: (i) receiving their proportionate part of the total Liquidation Amount (in each case less such any amounts withheld on account of tax required to be deducted and withheld therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions; and (ii) receiving any declared and unpaid dividends on such Exchangeable Shares. Upon such payment or deposit of the total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Parent Common Shares ARC Energy Units delivered to them or the custodian on their behalf. 5.3 6.4 After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to section 5.1 Section 6.1 of these Share Provisionsshare provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.