Common use of Equivalence Clause in Contracts

Equivalence. (a) RVI will not: (i) issue or distribute shares of RVI Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI Common Stock) to the holders of all or substantially all of the then outstanding shares of RVI Common Stock by way of stock dividend or other distribution; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of RVI Common Stock entitling them to subscribe for or to purchase shares of RVI Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI Common Stock); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding shares of RVI Common Stock (A) shares or securities of RVI of any class other than RVI Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of RVI Common Stock), (B) rights, options or warrants other than those referred to in subsection 2.7 (a) (ii) above, (C) evidences of indebtedness of RVI or (D) assets of RVI; unless (iv) one or both of RVI and RVI Sub is permitted under applicable law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets to the holders of the Exchangeable Shares; and (v) one or both of RVI and RVI Sub shall issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable Shares. (b) RVI will not: (i) subdivide, redivide or change the then outstanding shares of RVI Common Stock into a greater number of shares of RVI Common Stock; or (ii) reduce, combine or consolidate or change the then outstanding shares of RVI Common Stock into a lesser number of shares of RVI Common Stock; or (iii) reclassify or otherwise change the shares of RVI Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI Common Stock; unless (iv) RVI Sub is permitted under applicable law to simultaneously make the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; and (v) the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares. RVI will ensure that the record date for any event referred to in section 2.7 (a) or 2.7 (b) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than 10 Business Days after the date on which such event is declared or announced by RVI (with simultaneous notice thereof to be given by RVI to RVI Sub).

Equivalence. (a) RVI USCo will not: (i) issue or distribute shares of RVI USCo Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI USCo Common Stock) to the holders of all or substantially all of the then outstanding shares of RVI USCo Common Stock by way of stock dividend distribution or other distribution, other than an issue of USCo Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire USCo Common Stock) to holders of USCo Common Stock who exercise an option to receive distributions in USCo Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire USCo Common Stock) in lieu of receiving cash distributions; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of RVI USCo Common Stock entitling them to subscribe for or to purchase shares of RVI USCo Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI USCo Common Stock); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding shares of RVI USCo Common Stock Stock: (A) shares or securities of RVI USCo of any class other than RVI USCo Common Stock (other than shares securities convertible into or exchangeable for or carrying rights to acquire shares of RVI USCo Common Stock), ; (B) rights, options or warrants other than those referred to in subsection 2.7 (a) (iiSection 2.6(a)(ii) above, ; (C) evidences of indebtedness of RVI or USCo; or (D) assets of RVIUSCo (other than dividends on the USCo Common Stock in respect of which a corresponding dividend is concurrently paid on the Exchangeable Shares in accordance with Section 7 of the Share Provisions); unless (iv) unless one or both of RVI the AcquisitionCo and RVI Sub USCo is permitted under applicable law to issue or and distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of or indebtedness or other assets and the items referred to the in clauses (i) (ii) and (iii) above, as applicable, are issued or distributed simultaneously to holders of the Exchangeable Shares; and (v) one or both of RVI and RVI Sub shall issue or distribute the economic equivalent , on a per share-for-share basis basis, counting each Exchangeable Share as equivalent to a share of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable SharesUSCo Common Stock. (b) RVI USCo will not: (i) subdivide, redivide or change the then outstanding shares of RVI USCo Common Stock into a greater number of shares of RVI USCo Common Stock; or; (ii) reduce, combine or combine, consolidate or change the then outstanding shares of RVI USCo Common Stock into a lesser number of shares of RVI USCo Common Stock; or (iii) reclassify or otherwise change the shares rights, privileges or other terms of RVI the USCo Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI USCo Common Stock; unless (iv) RVI Sub . unless the Corporation is permitted under applicable law to simultaneously make the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; and (v) Shares and the same or an economically equivalent change is simultaneously made to, or in the rights of the holders holder of, the Exchangeable Shares. RVI . (c) USCo will ensure that the record date for any event referred to in section 2.7 (aSection 2.6(a) or 2.7 and (b) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than 10 Business Days after the date on which such event is declared or announced by RVI USCo (with simultaneous notice thereof to be given by RVI USCo to RVI SubAcquisitionCo).

Equivalence. (a) RVI OSI will not: (i) issue or distribute shares of RVI OSI Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI OSI Common Stock) to the holders of all or substantially all of the then outstanding shares of RVI OSI Common Stock by way of stock dividend or other distribution; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of RVI OSI Common Stock entitling them to subscribe for or to purchase shares of RVI OSI Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI OSI Common Stock); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding shares of RVI OSI Common Stock (A) shares or securities of RVI OSI of any class other than RVI OSI Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of RVI OSI Common Stock), (B) rights, options or warrants other than those referred to in subsection 2.7 (a) (ii) above, (C) evidences of indebtedness of RVI OSI or (D) assets of RVIOSI; unless (iv) one or both of RVI OSI and RVI Sub PTI Holdco is permitted under applicable law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets to the holders of the Exchangeable Shares; and (v) one or both of RVI OSI and RVI Sub PTI Holdco shall issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable Shares. (b) RVI OSI will not: (i) subdivide, redivide or change the then outstanding shares of RVI OSI Common Stock into a greater number of shares of RVI OSI Common Stock; or (ii) reduce, combine or consolidate or change the then outstanding shares of RVI OSI Common Stock into a lesser number of shares of RVI OSI Common Stock; or (iii) reclassify or otherwise change the shares of RVI OSI Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI OSI Common Stock; unless; (iv) RVI Sub PTI Holdco is permitted under applicable law to simultaneously make the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; and (v) the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares. RVI . (c) OSI will ensure that the record date for any event referred to in section 2.7 (a2.7(a) or 2.7 (b2.7(b) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than 10 Business Days after the date on which such event is declared or announced by RVI OSI (with simultaneous notice thereof to be given by RVI OSI to RVI SubPTI Holdco). (d) The Board of Directors of PTI Holdco shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Section 2.7(a) or 2.7(b) above and each such determination shall be conclusive and binding on OSI. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of PTI Holdco to be relevant, be considered by the Board of Directors of PTI Holdco: (i) in the case of any stock dividend or other distribution payable in OSI Common Stock, the number of such shares issued in proportion to the number of shares of OSI Common Stock previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase OSI Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire OSI Common Stock), the relationship between the exercise price of each such right, option or warrant and the current market value (as determined by the Board of Directors of PTI Holdco in the manner contemplated below) of a share of OSI Common Stock; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any share or securities of OSI of any class other than OSI Common Stock, any rights, options or warrants other than those referred to in Section 2.7(d)(ii) above, any evidences of indebtedness of OSI or any assets of OSI), the relationship between the fair market value (as determined by the Board of Directors of PTI Holdco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding share of OSI Common Stock and the current market value (as determined by the Board of Directors of PTI Holdco in the manner contemplated below) of a share of OSI Common Stock; (iv) in the case of any subdivision, redivision or change of the then outstanding shares of OSI Common Stock into a greater number of shares of OSI Common Stock or the reduction, combination, consolidation or change of the then outstanding shares of OSI Common Stock into a lesser number of shares of OSI Common Stock or any amalgamation, merger, reorganization or other transaction affecting shares of OSI Common Stock, the effect thereof upon the then outstanding shares of OSI Common Stock; and (v) in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of shares of OSI Common stock as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). For purposes of the foregoing determinations, the current market value of any security listed and traded or quoted on a securities exchange shall be the average of the closing price of such security during a period of not less than 20 consecutive trading days ending not more than five trading days before the date of determination on the principal securities exchange on which such securities are listed and traded or quoted; provided, however, that if in the opinion of the Board of Directors of PTI Holdco the public distribution or trading activity of such securities during such period does not create a market which reflects the fair market value of such securities, then the current market value thereof shall be determined by the Board of Directors of PTI Holdco, in good faith and in its sole discretion, and provided further than any such determination by the Board of Directors of PTI Holdco shall be conclusive and binding on OSI. (e) PTI Holdco agrees that, to the extent required, upon due notice from OSI, PTI Holdco will use its best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by PTI Holdco, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalence with respect to the OSI Common Stock and Exchangeable Shares as provided for in this Section 2.7.

Equivalence. (a) RVI JAG will not: (i) issue or distribute distribute, by way of dividend or other distribution, shares of RVI JAG Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI JAG Common Stock) to the holders of all or substantially all of the then outstanding shares of RVI JAG Common Stock by way of stock dividend or other distributionStock; or (ii) issue or distribute distribute, by way of dividend or other distribution, rights, options or warrants to the holders of all or substantially all of the then outstanding shares of RVI JAG Common Stock Stock, entitling them to subscribe for or to purchase shares of RVI JAG Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI JAG Common Stock); or (iii) issue or distribute distribute, by way of dividend or other distribution, to the holders of all or substantially all of the then outstanding shares of RVI JAG Common Stock (A) shares or securities of RVI JAG of any class other than RVI JAG Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of RVI JAG Common Stock), (B) rights, options or warrants other than those referred to in subsection 2.7 (a) (ii) above, (C) evidences of indebtedness of RVI JAG or (D) assets of RVIJAG; unless (iv) one or both of RVI JAG and RVI Sub ExchangeCo is permitted under applicable law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets to the holders of the Exchangeable Shares; and (v) one or both of RVI JAG and RVI Sub ExchangeCo shall issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable Shares. (b) RVI JAG will not: (i) subdivide, redivide or change the then outstanding shares of RVI JAG Common Stock into a greater number of shares of RVI JAG Common Stock; or (ii) reduce, combine or consolidate or change the then outstanding shares of RVI JAG Common Stock into a lesser number of shares of RVI JAG Common Stock; or (iii) reclassify or otherwise change the shares of RVI JAG Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI JAG Common Stock; unless (iv) RVI Sub ExchangeCo is permitted under applicable law to simultaneously make the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; and (v) the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares. RVI JAG will ensure that the record date for any event referred to in section 2.7 (a) or 2.7 (b) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than 10 Business Days after the date on which such event is declared or announced by RVI JAG (with simultaneous notice thereof to be given by RVI JAG to RVI SubExchangeCo).

Equivalence. (ai) RVI US Co will notnot without the prior approval of US Co Sub and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 9.2 of the Exchangeable Share Provisions: (iA) issue or distribute shares of RVI US Co Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI US Co Common Stock) to the holders of all or substantially all of the then outstanding shares of RVI US Co Common Stock by way of stock dividend or other distribution; or (iiB) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of RVI US Co Common Stock entitling them to subscribe for or to purchase shares of RVI US Co Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI US Co Common Stock); or (iiiC) issue or distribute to the holders of all or substantially all of the then outstanding shares of RVI US Co Common Stock (AI) shares or securities of RVI US Co of any class other than RVI US Co Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of RVI US Co Common Stock), (BII) rights, options or warrants other than those referred to in subsection 2.7 (a) (ii2(g)(i)(B) above, (CIII) evidences of indebtedness of RVI US Co or (IV) assets of US Co; (D) assets of RVI; unless (iv) one or both of RVI and RVI US Co Sub is permitted under applicable law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets to the holders of the Exchangeable Shares; and (vE) one or both of RVI and RVI US Co Sub shall issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable Shares. (bii) RVI US Co will notnot without the prior approval of US Co Sub and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 9.2 of the Exchangeable Share Provisions: (iA) subdivide, redivide divide or change the then outstanding shares of RVI US Co Common Stock into a greater number of shares of RVI US Co Common Stock; or (iiB) reduce, combine or consolidate or change the then outstanding shares of RVI US Co Common Stock into a lesser number of shares of RVI US Co Common Stock; or (iiiC) reclassify or otherwise change the shares of RVI US Co Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI US Co Common Stock; unless unless (ivI) RVI US Co Sub is permitted under applicable law to simultaneously make the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; and Shares and (vII) the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares. RVI . (iii) US Co will ensure that the record date for any event referred to in section 2.7 (a2(g)(i) or 2.7 (b2(g)(ii) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than 10 Business Days calendar days after the date on which such event is declared or announced by RVI US Co (with simultaneous notice thereof to be given by RVI US Co to RVI US Co Sub).

Equivalence. (a) RVI CCo will not: (i) issue or distribute shares of RVI CCo Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI CCo Common Stock) to the holders of all or substantially all of the then outstanding shares of RVI CCo Common Stock by way of stock dividend or other distribution; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of RVI CCo Common Stock entitling them to subscribe for or to purchase shares of RVI CCo Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI CCo Common Stock); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding shares of RVI CCo Common Stock (A) shares or securities of RVI CCo of any class other than RVI CCo Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of RVI CCo Common Stock), (B) rights, options or warrants other than those referred to in subsection 2.7 (a) (iiSection 2.7(a)(ii) above, (C) evidences of indebtedness of RVI CCo or (D) assets of RVICCo; unless: (iv) one or both of RVI CCo and RVI CCo Sub is permitted under applicable law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets to the holders of the Exchangeable Shares; and and (v) one or both of RVI CCo and RVI CCo Sub shall issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable Shares. (b) RVI CCo will not: (i) subdivide, redivide or change the then outstanding shares of RVI CCo Common Stock into a greater number of shares of RVI CCo Common Stock; or (ii) reduce, combine or consolidate or change the then outstanding shares of RVI CCo Common Stock into a lesser number of shares of RVI CCo Common Stock; or (iii) reclassify or otherwise change the shares of RVI CCo Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI CCo Common Stock; unless: (iv) RVI CCo Sub is permitted under applicable law to simultaneously make the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; and (v) the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares. RVI . (c) CCo will ensure that the record date for any event referred to in section 2.7 (aSection 2.7(a) or 2.7 (b2.7(b) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than 10 Business Days after the date on which such event is declared or announced by RVI CCo (with simultaneous notice thereof to be given by RVI CCo to RVI CCo Sub).

Equivalence. (a) RVI TMW will not: (i) issue or distribute shares of RVI TMW Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI TMW Common Stock) to the holders of all or substantially all of the then outstanding shares of RVI TMW Common Stock by way of stock dividend or other distribution; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of RVI TMW Common Stock entitling them to subscribe for or to purchase shares of RVI TMW Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI TMW Common Stock); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding shares of RVI TMW Common Stock (A) shares or securities of RVI TMW of any class other than RVI TMW Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of RVI TMW Common Stock), (B) rights, options or warrants other than those referred to in subsection 2.7 (a) (ii3.7(a)(ii) above, (C) evidences of indebtedness of RVI TMW or (D) assets of RVI; unlessTMW; (iv) one or both all of RVI TMW, Canco and RVI Sub MG is permitted under applicable law and any contractual obligations of TMW, Canco and MG to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets to the holders of the Exchangeable Shares; andand 105 (v) one or both all of RVI TMW, Canco and RVI Sub MG shall issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable Shares. (b) RVI TMW will not: (i) subdivide, redivide or change the then outstanding shares of RVI TMW Common Stock into a greater number of shares of RVI TMW Common Stock; or (ii) reduce, combine or consolidate or change the then outstanding shares of RVI TMW Common Stock into a lesser number of shares of RVI TMW Common Stock; or (iii) reclassify or otherwise change the shares of RVI TMW Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI TMW Common Stock; unless; (iv) RVI Sub MG is permitted under applicable law and any contractual obligation of MG to simultaneously make the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; and (v) the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares. RVI . (c) TMW will ensure that the record date for any event referred to in section 2.7 (a3.7(a) or 2.7 (b3.7(b) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than 10 Business Days after the date on which such event is declared or announced by RVI TMW (with simultaneous notice thereof to be given by RVI TMW to RVI SubMG).

Equivalence. (a) RVI Jaws US will not: (i) issue or distribute shares of RVI Jaws US Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI Jaws US Common Stock) to the holders of all or substantially all of the then outstanding shares of RVI Jaws US Common Stock by way of stock dividend or other distribution; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of RVI Jaws US Common Stock entitling them to subscribe for or to purchase shares of RVI Jaws US Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI Jaws US Common Stock); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding shares of RVI Jaws US Common Stock (A) shares or securities of RVI Jaws US of any class other than RVI Jaws US Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of RVI Jaws US Common Stock), (B) rights, options or warrants other than those referred to in subsection 2.7 (a) (ii) above, (C) evidences of indebtedness of RVI Jaws US or (D) assets of RVI; unlessJaws US; (iv) one or both of RVI Jaws US and RVI Sub Jaws Canada is permitted under applicable law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets to the holders of the Exchangeable Shares; and (v) one or both of RVI Jaws US and RVI Sub Jaws Canada shall issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable Shares. (b) RVI Jaws US will not: (i) subdivide, redivide or change the then outstanding shares of RVI Jaws US Common Stock into a greater number of shares of RVI Jaws US Common Stock; or (ii) reduce, combine or consolidate or change the then outstanding shares of RVI Jaws US Common Stock into a lesser number of shares of RVI Jaws US Common Stock; or (iii) reclassify or otherwise change the shares of RVI Jaws US Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI Jaws US Common Stock; unless; (iv) RVI Sub Jaws Canada is permitted under applicable law to simultaneously make the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; and (v) the same or an economically equivalent change is is, simultaneously made to, or in the rights of the holders of, the Exchangeable Shares. RVI . (c) Jaws US will ensure that the record date for any event referred to in section 2.7 (a) or 2.7 (b) above, or (if no record date is applicable for such event) the effective date xxxx for any such event, is not less than 10 Business Days after the date on which such event is declared or announced by RVI Jaws US (with simultaneous notice thereof to be given by RVI Jaws US to RVI SubJaws Canada).

Equivalence. So long as there are outstanding any Exchangeable Shares not owned by BEI or its Affiliates: (a) RVI BEI will notnot without the prior approval of Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 11.2 of the Share Provisions: (i) issue or distribute shares of RVI Common Stock BEI Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI Common StockBEI Shares) to the holders of all or substantially all holders, as a class, of the then outstanding shares of RVI Common Stock BEI Shares by way of stock dividend or other distribution; or, other than an issue of BEI Shares (or securities exchangeable for or convertible into or carrying rights to acquire BEI Shares) (A) to holders of BEI Shares who exercise an option to receive dividends in BEI Shares (or securities exchangeable for or convertible into or carrying rights to acquire BEI Shares) in lieu of receiving cash dividends or (B) pursuant to any dividend reinvestment plan or scrip dividend; (ii) issue or distribute rights, options or warrants to the holders of all or substantially all holders, as a class, of the then outstanding shares of RVI Common Stock BEI Shares entitling them to subscribe for or to purchase shares of RVI Common Stock BEI Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI Common StockBEI Shares); or (iii) issue or distribute to the holders of all or substantially all holders, as a class, of the then outstanding shares of RVI Common Stock BEI Shares (A) shares or securities of RVI BEI of any class other than RVI Common Stock BEI Shares (other than shares convertible into or exchangeable for or carrying rights those referred to acquire shares of RVI Common Stockin Section 2.7(a)(i)), (B) rights, options or warrants other than those referred to in subsection 2.7 (a) (ii) aboveSection 2.7(a)(ii), (C) evidences of indebtedness of RVI BEI or (D) assets of RVI; unless (iv) one BEI or both of RVI and RVI Sub is permitted under applicable law to issue or distribute its Affiliates, unless the economic equivalent equivalent, as determined by BEI in good faith and acting reasonably, on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to the holders of the Exchangeable Shares; and (v) one or both of RVI and RVI Sub Shares provided, however, that the above restrictions shall issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously not apply to the holders distribution of rights pursuant to a stockholders rights plan adopted by BEI if the rights are exercisable upon a change of control of BEI or upon a person's acquiring a certain number of shares of stock of BEI and if such rights will be distributed along with BEI stock if BEI exercises its right to call the Exchangeable Shares, and further provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by BEI in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Share Purchase Agreement or as otherwise permitted by the parties to the Share Purchase Agreement. (b) RVI BEI will notnot without the prior approval of Exchangeco and the prior approval of the holders of Exchangeable Shares given in accordance with Section 11.2 of the Share Provisions: (i) subdivide, redivide or change the then outstanding shares of RVI Common Stock BEI Shares into a greater number of shares of RVI Common StockBEI Shares; or (ii) reduce, combine or combine, consolidate or change the then outstanding shares of RVI Common Stock BEI Shares into a lesser number of shares of RVI Common StockBEI Shares; or (iii) reclassify or otherwise change the shares of RVI Common Stock BEI Shares or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI Common Stock; unless (iv) RVI Sub is permitted under applicable law to simultaneously make BEI Shares, unless the same or an economically equivalent change tochange, or as determined by BEI in the rights of the holders ofgood faith and acting reasonably, the Exchangeable Shares; and (v) the same or an economically equivalent change is shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares. RVI . (c) BEI will ensure that the record date for any event referred to in section 2.7 (a) or 2.7 (b) aboveSection 2.7, or (or, if no record date is applicable for such event) , the effective date for any such event, is not less than 10 Business Days after the date on which such event is declared or announced by RVI BEI (with simultaneous contemporaneous notification thereof by BEI to Exchangeco). (d) Exchangeco agrees that, to the extent required, upon due notice thereof from BEI, Exchangeco shall take or cause to be given taken such steps as may be reasonably necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by RVI Exchangeco, or subdivisions, redivisions or changes are made to RVI Sub)the Exchangeable Shares, in order to implement the required economic equivalency with respect to BEI Shares and the Exchangeable Shares as provided for in this Section 2.7. (e) Holders of Exchangeable Shares shall (a) be entitled to receive, contemporaneous with receipt by the holders of BEI Shares, the same financial and other information and documentation sent by BEI to its shareholders in their capacity as shareholders of BEI and (b) be entitled to the same access to the books and records of BEI as the holders of BEI Shares.

Equivalence. So long as any Exchangeable Shares not owned by UgoMedia or its Affiliates are outstanding: (a) RVI Ugomedia will notnot without prior approval of Sciax and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 9.2 of the Exchangeable Share Provisions: (i) issue or distribute shares of RVI Ugomedia Common Stock Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI UgoMedia Common StockShares) to the holders of all or substantially all of the then outstanding shares of RVI Ugomedia Common Stock Shares by way of stock dividend or other distribution; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of RVI Ugomedia Common Stock Shares entitling them to subscribe for or to purchase shares of RVI Ugomedia Common Stock Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI Ugomedia Common StockShares); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding shares of RVI Ugomedia Common Stock Shares (A) shares or securities of RVI UgoMedia of any class other than RVI Ugomedia Common Stock Shares (other than shares convertible into or exchangeable for or carrying rights to acquire shares of RVI Ugomedia Common StockShares), (B) rights, options or warrants other than those referred to in subsection 2.7 (a) (iiParagraph 2.5(a)(ii) above, (C) evidences of indebtedness of RVI UgoMedia or (D) assets of RVI; unless (iv) one or both of RVI and RVI Sub is permitted under applicable law to issue or distribute UgoMedia, unless the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously, in accordance with all applicable laws, to the holders of the Exchangeable Shares; andprovided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by UgoMedia in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Purchase Agreement. (vb) one or both Ugomedia will not without the prior approval of RVI Sciax and RVI Sub shall issue or distribute the economic equivalent on a per share basis prior approval of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable Shares. (b) RVI will notShares given in accordance with Section 9.2 of the Exchangeable Share Provisions: (i) subdivide, redivide or change the then outstanding shares of RVI Ugomedia Common Stock Shares into a greater number of shares of RVI Ugomedia Common StockShares; or (ii) reduce, combine or combine, consolidate or change the then outstanding shares of RVI Ugomedia Common Stock Shares into a lesser number of shares of RVI Ugomedia Common StockShares; or (iii) reclassify or otherwise change the shares of RVI Ugomedia Common Stock Shares or effect an amalgamation, merger, reorganization or other similar transaction involving or affecting the shares of RVI Ugomedia Common Stock; unless (iv) RVI Sub is permitted under applicable law to simultaneously make Shares, unless the same or an economically equivalent change to, or as effected in the rights respect of the holders ofUgoMedia Common Shares shall, the Exchangeable Shares; and (v) the same or an economically equivalent change is in accordance with applicable laws, simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares. RVI will ensure that . (c) The Board of Directors of Sciax shall determine, in good faith and in its sole discretion with the record date assistance of reputable advisers as required, economic equivalence for the purposes of any event referred to in section 2.7 (aSubsection 2.5(a) or 2.7 (b) and each such determination shall be conclusive and binding on UgoMedia. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of Sciax to be relevant, be considered by the Board of Directors of Sciax: (i) in the case of any stock dividend or other distribution payable in Ugomedia Common Shares, the number of such shares issued in proportion to the number of Ugomedia Common Shares previously outstanding; (ii) in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Ugomedia Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Ugomedia Common Shares), the relationship between the exercise price of each such right, option or warrant and the Current Market Price; (iii) in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of UgoMedia of any class other than Ugomedia Common Shares, any rights, options or warrants other than those referred to in Paragraph 2.5(c)(ii) above, any evidences of indebtedness of UgoMedia or any assets of UgoMedia), the relationship between the fair market value (if no record date is applicable for as determined by the Board of Directors of Sciax in the manner above contemplated) of such eventproperty to be issued or distributed with respect to each outstanding UgoMedia Common Share and the Current Market Price; (iv) in the effective date case of any subdivision, redivision or change of the then outstanding Ugomedia Common Shares into a greater number of Ugomedia Common Shares or the reduction, combination, consolidation or change of the then outstanding Ugomedia Common Shares into a lesser number of Ugomedia Common Shares or any amalgamation, merger, reorganization or other similar transaction affecting Ugomedia Common Shares, the effect thereof upon the then outstanding Ugomedia Common Shares; and (v) in all cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that those consequences may differ from the taxation consequences to holders of UgoMedia Common Shares as a result of differences between taxation laws of Canada and the United States (except for any such eventdiffering consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares). (d) Sciax agrees that, is not less than 10 Business Days after to the date on which such event is declared extent required, upon due notice from UgoMedia, Sciax will use its best efforts to take or announced by RVI (with simultaneous notice thereof cause to be given taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by RVI Sciax, or subdivisions, redivisions or changes are made to RVI Sub)the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Ugomedia Common Shares and Exchangeable Shares as provided for in this Section 2.5.

Equivalence. (ai) RVI Weatherford will notnot without the prior approval of Services and the prior approval of the holders of the Series 1 Exchangeable Shares given in accordance with Section 9.2 of the Exchangeable Share Provisions: (iA) issue or distribute shares of RVI Weatherford Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI Weatherford Common Stock) to the holders of all or substantially all of the then outstanding shares of RVI Weatherford Common Stock by way of stock dividend or other distribution; or (iiB) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of RVI Weatherford Common Stock entitling them to subscribe for or to purchase shares of RVI Weatherford Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI Weatherford Common Stock); or (iiiC) issue or distribute to the holders of all or substantially all of the then outstanding shares of RVI Weatherford Common Stock (AI) shares or securities of RVI Weatherford of any class other than RVI Weatherford Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of RVI Weatherford Common Stock), (BII) rights, options or warrants other than those referred to in subsection 2.7 (a) (iiSection 2(g)(i)(B) above, (CIII) evidences of indebtedness of RVI Weatherford or (DIV) assets of RVIWeatherford; unless (iv) one or both of RVI and RVI Sub is permitted under applicable law unless it has taken its reasonable best efforts to permit Services to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets to the holders of the Series 1 Exchangeable Shares; and (v) one or both of RVI Shares and RVI Sub shall to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Series 1 Exchangeable Shares. (bii) RVI Weatherford will not: (iA) subdivide, redivide or change the then outstanding shares of RVI Weatherford Common Stock into a greater number of shares of RVI Weatherford Common Stock; or (iiB) reduce, combine or consolidate or change the then outstanding shares of RVI Weatherford Common Stock into a lesser number of shares of RVI Weatherford Common Stock; or (iiiC) reclassify or otherwise change the shares of RVI Weatherford Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI Weatherford Common Stock; unless (iv) RVI Sub is permitted under applicable law unless it has taken its reasonable best efforts to permit Services to simultaneously make the same or an economically equivalent change to, or in the rights of holders of, the Series 1 Exchangeable Shares and unless it has taken its reasonable best efforts to cause Services to make the same or an equivalent change to, or in the rights of the holders of, the Series 1 Exchangeable Shares; and. (viii) the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares. RVI Weatherford will use its reasonable best efforts to ensure that the record date for any event referred to in section 2.7 (aSection 2(g)(i) or 2.7 (b2(g)(ii) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than 10 Business Days days after the date on which such event is declared or announced by RVI Weatherford (with simultaneous notice thereof to be given by RVI Weatherford to RVI SubServices).

Equivalence. So long as there are outstanding any Exchangeable Shares not owned by Quanta, Callco or other Quanta Affiliates: (a) RVI Quanta will notnot without the prior approval of Exchangeco and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions: (i) issue or distribute shares of RVI Common Stock Quanta Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI Common StockQuanta Shares) to the holders of all or substantially all holders, as a class, of the then outstanding shares of RVI Common Stock Quanta Shares by way of stock dividend or other distribution; or, other than an issue of Quanta Shares (or securities exchangeable for or convertible into or carrying rights to acquire Quanta Shares) (A) to holders of Quanta Shares who exercise an option to receive dividends in Quanta Shares (or securities exchangeable for or convertible into or carrying rights to acquire Quanta Shares) in lieu of receiving cash dividends or (B) pursuant to any dividend reinvestment plan or scrip dividend; (ii) issue or distribute rights, options or warrants to the holders of all or substantially all holders, as a class, of the then outstanding shares of RVI Common Stock Quanta Shares entitling them to subscribe for or to purchase shares of RVI Common Stock Quanta Shares (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI Common StockQuanta Shares); or (iii) issue or distribute to the holders of all or substantially all holders, as a class, of the then outstanding shares of RVI Common Stock Quanta Shares (A) shares or securities of RVI Quanta of any class other than RVI Common Stock Quanta Shares (other than shares convertible into or exchangeable for or carrying rights to acquire shares of RVI Common Stockthose excepted in Section 2.7(a)(i)), (B) rights, options or warrants (other than those referred to excepted in subsection 2.7 (a) (ii) aboveSection 2.7(a)(ii)), (C) evidences of indebtedness of RVI Quanta or (D) assets of RVI; unless (iv) one Quanta or both of RVI and RVI Sub is permitted under applicable law to issue or distribute its Affiliates, unless the economic equivalent (determined without consideration of the tax consequences of the proposed event), as determined by Quanta in good faith and acting reasonably, on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to the holders of the Exchangeable Shares; and (v) one , provided, however, that the restrictions in this Section 2.7 and in Section 2.1 shall not apply to any securities issued or both of RVI distributed by Quanta in order to give effect to and RVI Sub shall issue to consummate the transactions contemplated by, and in accordance with, the Share Purchase Agreement or distribute as otherwise permitted by the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously parties to the holders of the Exchangeable SharesShare Purchase Agreement. (b) RVI Quanta will notnot without the prior approval of Exchangeco and the prior approval of the holders of Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions: (i) subdivide, redivide or change the then outstanding shares of RVI Common Stock Quanta Shares into a greater number of shares of RVI Common Stock; orQuanta Shares; (ii) reduce, combine or combine, consolidate or change the then outstanding shares of RVI Common Stock Quanta Shares into a lesser number of shares of RVI Common StockQuanta Shares; or (iii) reclassify or otherwise change the shares of RVI Common Stock Quanta Shares or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI Common Stock; unless (iv) RVI Sub is permitted under applicable law to simultaneously make Quanta Shares, unless the same or an economically equivalent change to, or in the rights (determined without consideration of the holders oftax consequences of the proposed change), the Exchangeable Shares; and (v) the same or an economically equivalent change is as determined by Quanta in good faith and acting reasonably, shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares. RVI Shares (including changes to the number of votes attaching to the Special Voting Share contemplated in Section 2.12 so as to ensure that the relative voting rights of the holders of Exchangeable Shares at any meeting of the shareholders of Quanta remain unchanged). (c) Quanta will ensure that the record date for any event referred to in section 2.7 (a) or 2.7 (b) aboveSection 2.7, or (or, if no record date is applicable for such event) , the effective date for any such event, is not less than 10 Business Days after the date on which such event is declared or announced by RVI Quanta (with simultaneous notice contemporaneous notification thereof by Quanta to Exchangeco). (d) Quanta and Exchangeco agrees to take or cause to be given taken all commercially reasonable steps for the purposes of ensuring that appropriate dividends are paid or other distributions are made by RVI Exchangeco, or subdivisions, redivisions or changes are made to RVI Sub)the Exchangeable Shares, in order to implement the required economic equivalency with respect to Quanta Shares and the Exchangeable Shares as provided for in this Section 2.7. (e) Holders of Exchangeable Shares shall (i) be entitled to receive, contemporaneous with receipt by Quanta shareholders, the same financial and other information and documentation sent by Quanta to its shareholders in their capacity as shareholders of Quanta and (ii) be entitled to the same access to the books and records of Quanta as Quanta shareholders.

Equivalence. (ai) RVI JTH will notnot without the prior approval of Newco and the prior approval of the holders of the Exchangeable Shares given in accordance with Article IX of the Exchangeable Share Provisions: (iA) issue or distribute shares of RVI JTH Class A Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI JTH Class A Common Stock) to the holders of all or substantially all of the then outstanding shares of RVI JTH Class A Common Stock by way of stock dividend or other distribution; or (iiB) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of RVI JTH Class A Common Stock entitling them to subscribe for or to purchase shares of RVI JTH Class A Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI JTH Class A Common Stock); or (iiiC) issue or distribute to the holders of all or substantially all of the then outstanding shares of RVI JTH Class A Common Stock (AI) shares or securities of RVI JTH of any class other than RVI JTH Class A Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of RVI JTH Class A Common Stock), (BII) rights, options or warrants other than those referred to in subsection 2.7 (a) (iiSection 2(d)(i)(B) above, (CIII) evidences of indebtedness of RVI JTH or (DIV) assets of RVI; unlessJTH; (ivI) one or both of RVI and RVI Sub Newco is permitted under applicable law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets to the holders of the Exchangeable Shares; and Shares and (vII) one or both of RVI and RVI Sub Newco shall issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable Shares. (bii) RVI JTH will notnot without the prior approval of Newco and the prior approval of the holders of the Exchangeable Shares given in accordance with Article IX of the Exchangeable Share Provisions: (iA) subdivide, redivide or change the then outstanding shares of RVI JTH Class A Common Stock into a greater number of shares of RVI JTH Class A Common Stock; or (iiB) reduce, combine or consolidate or change the then outstanding shares of RVI JTH Class A Common Stock into a lesser number of shares of RVI JTH Class A Common Stock; or (iiiC) reclassify or otherwise change the shares of RVI JTH Class A Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI JTH Class A Common Stock; unless; (ivI) RVI Sub Newco is permitted under applicable law to simultaneously make the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; and Shares and (vII) the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares. RVI . (iii) JTH will ensure that the record date for any event referred to in section 2.7 (aSection 2(d)(i) or 2.7 (b2(d)(ii) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than 10 20 Business Days after the date on which such event is declared or announced by RVI JTH (with simultaneous notice thereof to be given by RVI JTH to RVI SubNewco).

Equivalence. (a) RVI EduTrek will not: (i) issue or distribute shares of RVI EduTrek Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI EduTrek Common Stock) to the holders of all or substantially all of the then outstanding shares of RVI EduTrek Common Stock by way of stock dividend or other distribution; or (ii) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of RVI EduTrek Common Stock entitling them to subscribe for or to purchase shares of RVI EduTrek Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI EduTrek Common Stock); or (iii) issue or distribute to the holders of all or substantially all of the then outstanding shares of RVI EduTrek Common Stock (A) shares or securities of RVI EduTrek of any class other than RVI EduTrek Common Stock (other than shares securities convertible into or exchangeable for or carrying rights to acquire shares of RVI EduTrek Common Stock), (B) any other rights, options or warrants other than those not referred to in subsection 2.7 (a) (ii2.8(a)(ii) above, (C) evidences of indebtedness of RVI EduTrek or (D) assets of RVI; unlessEduTrek; (iv) one or both of RVI EduTrek and RVI Sub ITI is permitted under applicable law Applicable Law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets to the holders of the Exchangeable Shares; and (v) one or both of RVI EduTrek and RVI Sub ITI shall issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable Shares. (b) RVI EduTrek will not: (i) subdivide, redivide or change the then outstanding shares of RVI EduTrek Common Stock into a greater number of shares of RVI EduTrek Common Stock; or (ii) reduce, combine or consolidate or change the then outstanding shares of RVI EduTrek Common Stock into a lesser number of shares of RVI EduTrek Common Stock; or (iii) reclassify or otherwise change the shares of RVI EduTrek Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI EduTrek Common Stock; unless; (iv) RVI Sub ITI is permitted under applicable law Applicable Law to simultaneously make the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; Shares and (v) the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares. RVI . (c) EduTrek will ensure that the record date for any event referred to in section 2.7 (a2.8(a) or 2.7 (b2.8(b) above, or (or, if no record date is applicable for such event) , the effective date for any such event, is not less than 10 20 Business Days after the date on which such event is declared or announced by RVI EduTrek (with simultaneous notice thereof to be given by RVI EduTrek to RVI SubITI).

Equivalence. (ai) RVI US Co will notnot without the prior approval of US Co Sub and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 9.2 of the Exchangeable Share Provisions: (iA) issue or distribute shares of RVI US Co Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI US Co Common Stock) to the holders of all or substantially all of the then outstanding shares of RVI US Co Common Stock by way of stock dividend or other distribution; or (iiB) issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of RVI US Co Common Stock entitling them to subscribe for or to purchase shares of RVI US Co Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of RVI US Co Common Stock); or (iiiC) issue or distribute to the holders of all or substantially all of the then outstanding shares of RVI US Co Common Stock (AI) shares or securities of RVI US Co of any class other than RVI US Co Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire shares of RVI US Co Common Stock), (BII) rights, options or warrants other than those referred to in subsection 2.7 (a) (ii2(g)(i)(B) above, (CIII) evidences of indebtedness of RVI US Co or (IV) assets of US Co; (D) assets of RVI; unless (iv) one or both of RVI and RVI US Co Sub is permitted under applicable law to issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets to the holders of the Exchangeable Shares; and (vE) one or both of RVI and RVI US Co Sub shall issue or distribute the economic equivalent on a per share basis of such rights, options, warrants, securities, shares, evidences of indebtedness or other assets simultaneously to the holders of the Exchangeable Shares. (bii) RVI US Co will notnot without the prior approval of US Co Sub and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 9.2 of the Exchangeable Share Provisions: (iA) subdivide, redivide divide or change the then outstanding shares of RVI US Co Common Stock into a greater number of shares of RVI US Co Common Stock; or (ii) reduce, combine or consolidate or change the then outstanding shares of RVI Common Stock into a lesser number of shares of RVI Common Stock; or (iiiC) reclassify or otherwise change the shares of RVI US Co Common Stock or effect an amalgamation, merger, reorganization or other transaction involving or affecting the shares of RVI US Co Common Stock; unless unless (ivI) RVI US Co Sub is permitted under applicable law to simultaneously make the same or an economically equivalent change to, or in the rights of the holders of, the Exchangeable Shares; and Shares and (vII) the same or an economically equivalent change is simultaneously made to, or in the rights of the holders of, the Exchangeable Shares. RVI . (iii) US Co will ensure that the record date for any event referred to in section 2.7 (a2(g)(i) or 2.7 (b2(g)(ii) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than 10 Business Days calendar days after the date on which such event is declared or announced by RVI US Co (with simultaneous notice thereof to be given by RVI US Co to RVI US Co Sub).