Common use of Execution of Supplemental Trust Agreements Clause in Contracts

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors), Parent (when authorized by a resolution of its Board of Directors) and Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 and any successor Trustee in accordance with the provisions of Article 9 and Section 12.3; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel), will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, ExchangeCo, Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel), the rights of Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors)ExchangeCo, Parent (when authorized by a resolution of its Board of Directors) Acquiror and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Acquiror Successors and the covenants of and obligations assumed by each such Parent Acquiror Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentAcquiror, ExchangeCo, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Canco (when authorized by a resolution of its Board of Directors), Parent RG (when authorized by a resolution of its Board board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent RG Successors and the covenants of and obligations assumed by each such Parent RG Successor in accordance with the provisions of Article 10 and any successor Trustee in accordance with the provisions of Article 9 and Section 12.3the successors of the Trustee or any successor trustee in accordance with the provisions of Article 9; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Voting Rights, the Automatic Exchange Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentRG, ExchangeCoCanco, the Trustee or this Agreementagreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation, to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, ; provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Notwithstanding Section 11.1, from time to time ExchangeCo Exchangeco (when authorized by a resolution of its Board board of Directorsdirectors), Parent Callco (when authorized by a resolution of its Board board of Directorsdirectors), US Gold (when authorized by a resolution of its board of directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, hereof for any one or more of the following purposes: (a) evidencing the succession of Parent Successors a US Gold Successor and the covenants of and obligations assumed by each such Parent US Gold Successor in accordance with the provisions of Article ARTICLE 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.3ARTICLE 9; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentUS Gold, ExchangeCoExchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo time, Lululemon and Exchangeco (when authorized by a resolution of its Board their respective board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presentsthis Agreement, and they shall, when so directed by these presentsthe provisions of this Agreement, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Lululemon Successors and the covenants of and obligations assumed by each such Parent Lululemon Successor in accordance with the provisions of Article 10 8 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.37; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentLululemon, ExchangeCoExchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo AcquisitionCo (when authorized by a resolution of its Board of Directors), Parent USCo (when authorized by a resolution of its the Board of DirectorsDirectors of AcquisitionCo) and CallCo (when authorized by a resolution of the Board of Directors of CallCo) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent USCo Successors and the covenants of and obligations assumed by each such Parent USCo Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right Rights or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentUSCo, ExchangeCoCallCo, AcquisitionCo, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors)the Corporation, Parent (when authorized by a resolution of its Board of Directors) Acquiror and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Acquiror Successors and the covenants of and obligations assumed by each such Parent Acquiror Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentAcquiror, ExchangeCothe Corporation, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo EMS LP (when authorized upon authorization by a resolution of its Board of Directorsthe General Partner), Parent the Company (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 11 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parentthe Company, ExchangeCoEMS LP, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Canco (when authorized by a resolution of its Board of Directors), Parent RTO Acquiror (when authorized by a resolution of its Board board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent RTO Acquiror Successors and the covenants of and obligations assumed by each such Parent RTO Acquiror Successor in accordance with the provisions of Article 10 and any successor Trustee in accordance with the provisions of Article 9 and Section 12.3the successors of the Trustee or any successor trustee in accordance with the provisions of Article 9; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Voting Rights, the Automatic Exchange Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be materially prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentRTO Acquiror, ExchangeCoCanco, the Trustee or this Agreementagreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation, to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, ; provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of Trustee and the Beneficiaries will not be materially prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo the Corporation (when authorized by a resolution of its Board of Directors), Parent Bionik US (when authorized by a resolution of its Board board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Bionik US Successors and the covenants of and obligations assumed by each such Parent Bionik US Successor in accordance with the provisions of Article 10 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Voting Rights, the Automatic Exchange Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which may, for this purpose, rely on counsel to the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentBionik US, ExchangeCothe Corporation, the Trustee or this Agreementagreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation, to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, ; provided that, in the opinion of Trustee (which may, for this purpose, rely on counsel to the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Notwithstanding the provisions of Section 11.1, from time to time Parent, CallCo and ExchangeCo (in each case, when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Share Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 and the successors of the Share Trustee or any successor Share Trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights Right which, in the opinion of the Share Trustee (which may, for this purpose, rely relying on the opinion advice of counsel), will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Share Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, CallCo, ExchangeCo, the Share Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, ; provided that, in the opinion of the Share Trustee (which may, for this purpose, rely relying on the opinion advice of counsel), the rights of the Share Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo AcquisitionCo (when authorized by a resolution of its the Board of Directors), Parent Marathon (when authorized by a resolution of its Board the board of Directorsdirectors of Marathon) and CallCo (when authorized by a resolution of the board of directors of CallCo) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right Rights or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentMarathon, ExchangeCoCallCo, AcquisitionCo, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo LoJack Exchangeco (when authorized by a resolution of its Board of Directors), Parent LoJack (when authorized by a resolution of its Board board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) 13.5.1 evidencing the succession of Parent LoJack Successors and the covenants of and obligations assumed by each such Parent LoJack Successor in accordance with the provisions of Article 10 11 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) 13.5.2 making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the rights or interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentLoJack, ExchangeCoLoJack Exchangeco, the Trustee or this Agreement; and (c) 13.5.3 for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights or interests of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement trust agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors), Parent Shire (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Shire Successors and the covenants of and obligations assumed by each such Parent Shire Successor in accordance with the provisions of Article 10 and any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.3; (b) making any additions to, deletions from or alterations of the provisions of this Agreement trust agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights Right which, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel), will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentShire, ExchangeCo, the Trustee or this Agreementtrust agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementtrust agreement, including without limitation, to make or evidence any amendment or modification to this Agreement trust agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel), the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors), Parent (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 and any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.3; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel), will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, ExchangeCo, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel), the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Exchangeco (when authorized by a resolution of its Board of Directors), Parent Coors (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Coors Successors and the covenants of and obligations assumed by each such Parent Coors Successor in accordance with the provisions of Article 10 11 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentCoors, ExchangeCoExchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement trust agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo CN (when authorized by a resolution of its Board of Directors), Parent Newco (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Newco Successors and the covenants of and obligations assumed by each such Parent Newco Successor in accordance with the provisions of Article 10 11 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement trust agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentNewco, ExchangeCoCN, the Trustee or this Agreementtrust agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementtrust agreement, including without limitation, to make or evidence any amendment or modification to this Agreement trust agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo CERI (when authorized by a resolution of its Board board of Directorsdirectors), Parent WSI (when authorized by a resolution of its the Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent WSI Successors and the covenants of and obligations assumed by each such Parent WSI Successor in accordance with the provisions of Article 10 11 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right, the Automatic Exchange Right or the Automatic Exchange Rights Put Right which, in the opinion of Trustee (which maythe Trustee, for this purpose, rely in reliance on the opinion a certificate of counsel)CERI, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation legislation, the provisions of which apply to ParentWSI, ExchangeCoCERI, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which maythe Trustee, for this purpose, rely in reliance on the opinion a certificate of counsel)CERI, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Canadian Sub (when authorized by a resolution of its Board of Directors), Parent (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 11 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, ExchangeCoCanadian Sub, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely may act on the opinion advice of counsel), the rights of the Trustee and Beneficiaries Beneficiaries, as a whole will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of Notwithstanding the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Section ?11.1, from time to time ExchangeCo the Parent, Callco and Exchangeco (in each case, when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presentsthis Agreement, and they shall, when so directed by these presentsthis Agreement, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of ?Article 10 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of ?Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Parent, ExchangeCoCallco, Exchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, ; provided that, in the opinion of the Trustee (which may, for this purpose, rely relying on the opinion of advice from counsel), the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Acquisitionco (when authorized by a resolution of its Board of Directors), Parent Newmont (when authorized by a resolution of its Board board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Newmont Successors and the covenants of and obligations assumed by each such Parent Newmont Successor in accordance with the provisions of Article 10 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Voting Rights, the Automatic Exchange Right or the Automatic Exchange Rights on Liquidation which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentNewmont, ExchangeCoAcquisitionco, the Trustee or this Agreementagreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation, to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, ; provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement trust agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Locus Holdings (when authorized by a resolution of its Board of Directors), Parent InfoSpace (when authorized by a resolution of its Board board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent InfoSpace Successors and the covenants of and obligations assumed by each such Parent InfoSpace Successor in accordance with the provisions of Article 10 11 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement trust agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentInfoSpace, ExchangeCoLocus Holdings, the Trustee or this Agreementtrust agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementtrust agreement, including without limitation, to make or evidence any amendment or modification to this Agreement trust agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Notwithstanding section 11.1, from time to time ExchangeCo the Corporation (when authorized by a resolution of the Board of Directors), Orbital (when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presentshereof, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other 38 - 38 - instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Orbital Successors to Orbital and the covenants of and obligations assumed by each such Parent Orbital Successor in accordance with the provisions of Article 10 and the succession of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights whichthat, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel), acting reasonably will not be prejudicial to the interests of the Beneficiaries Holders as a whole or are, are in the opinion of counsel to Trustee, the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentOrbital, ExchangeCothe Corporation, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this AgreementAgreement including, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel)acting reasonably, the rights of the Trustee and Beneficiaries the Holders as a whole will not be prejudiced thereby.. The Trustee shall not be required to execute any amendment or supplemental agreement that adversely affects its own rights. In executing any amendment or supplemental agreement hereunder, the Trustee shall be entitled to receive and to rely upon an opinion of counsel as to whether such supplemental agreement or amendment is permitted hereunder. 39 - 39 -

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Matsub (when authorized by a resolution of its Board of Directors), Parent Merge (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Merge Successors and the covenants of and obligations assumed by each such Parent Merge Successor in accordance with the provisions of Article 10 11 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentMerge, ExchangeCoMatsub, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors)EELP, Parent (when authorized by a resolution of its Board of Directors) Enerplus and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Trust Successors and the covenants of and obligations assumed by each such Parent Trust Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentEnerplus, ExchangeCoEELP, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely relying on the opinion advice of counsel)counsel where considered advisable, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo AcquisitionCo (when authorized by a resolution of its Board of Directors), Parent USCo (when authorized by a resolution of its the Board of DirectorsDirectors of AcquisitionCo) and CalICo (when authorized by a resolution of the Board of Directors of CalICo) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent USCo Successors and the covenants of and obligations assumed by each such Parent USCo Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right Rights or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentUSCo, ExchangeCoCalICo, AcquisitionCo, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo AmalgamationCo (when authorized by a resolution of its Board of Directors), Parent StarPoint Energy Trust (when authorized by a resolution of its the Board of DirectorsDirectors of AmalgamationCo) and ExchangeCo (when authorized by a resolution of the Board of Directors of ExchangeCo) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent StarPoint Successors and the covenants of and obligations assumed by each such Parent StarPoint Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right Rights or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentStarPoint Energy Trust, ExchangeCo, AmalgamationCo, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Amended and Restated Trust Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo AbitibiBowater Canada (when authorized by a resolution of its Board board of Directorsdirectors), Parent AbitibiBowater (when authorized by a resolution of its Board board of Directorsdirectors), Bowater Holdings (when authorized by a resolution of its board of directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent AbitibiBowater Successors to AbitibiBowater and the covenants of and obligations assumed by each such Parent AbitibiBowater Successor in accordance with the provisions of Article 10 11 and the successors or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Amended and Restated Trust Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentAbitibiBowater, ExchangeCoBowater Holdings, AbitibiBowater Canada and the Trustee or this Amended and Restated Trust Agreement; and (c) for any other purposes not inconsistent with the provisions of this Amended and Restated Trust Agreement, including without limitation, to make or evidence any amendment or modification to this Amended and Restated Trust Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of Notwithstanding the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Section 11.1, from time to time ExchangeCo the Parent, Callco and Exchangeco (in each case, when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presentsthis Agreement, and they shall, when so directed by these presentsthis Agreement, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Parent, ExchangeCoCallco, Exchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, ; provided that, in the opinion of the Trustee (which may, for this purpose, rely relying on the opinion of advice from counsel), the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Notwithstanding Section 12.1, from time to time ExchangeCo the Corporation (when authorized by a resolution of its Board of Directors), Parent LCE (when authorized by a resolution of its Board board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent LCE Successors and the covenants of and obligations assumed by each such Parent LCE Successor in accordance with the provisions of Article 10 11 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which maythe Trustee, for this purpose, rely on in reliance upon a certificate of the opinion of counsel)Corporation, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentLCE, ExchangeCothe Corporation, the Trustee or this Agreementagreement; and (c) for any other purposes not inconsistent inconsistent, as confirmed in writing by the Corporation which may be relied upon by the Trustee, with the provisions of this Agreementagreement, including without limitation, to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, ; provided that, in the opinion of Trustee (which maythe Trustee, for this purpose, rely on in reliance upon a certificate of the opinion of counsel)Corporation, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of Notwithstanding the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Section 12.1, from time to time D-Wave Quantum, CallCo and ExchangeCo (in each case, when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent D-Wave Quantum Successors and the covenants of and obligations assumed by each such Parent D-Wave Quantum Successor in accordance with the provisions of Article 10 11 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which maythe Trustee, for this purpose, rely acting on the opinion advice of counsel), will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentD-Wave Quantum, CallCo, ExchangeCo, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, ; provided that, in the opinion of Trustee (which maythe Trustee, for this purpose, rely acting on the opinion advice of counsel), the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors)Exchangeco, Parent (when authorized by a resolution of its Board of Directors) Duke Energy and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:: -30- VOTING AND EXCHANGE TRUST AGREEMENT 168 (a) evidencing the succession of Parent Duke Energy Successors and the covenants of and obligations assumed by each such Parent Duke Energy Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentDuke Energy, ExchangeCoExchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo LuxCo (when authorized by a resolution of its Board board of Directorsdirectors), Parent ParentCo, (when authorized by a resolution of its Board board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent ParentCo Successors and the covenants of and obligations assumed by each such Parent ParentCo Successor in accordance with the provisions of Article 10 II and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentParentCo, ExchangeCoLuxCo, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Notwithstanding the provisions of Section 11.1, from time to time ExchangeCo Vail, Callco and Exchangeco (in each case, when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Vail Successors and the covenants of and obligations assumed by each such Parent Vail Successor in accordance with the provisions of Article 10 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentVail, ExchangeCoCallco, Exchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, ; provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Vivendi Universal Exchangeco (when authorized by a resolution of its Board of Directors), Parent Vivendi (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Vivendi Successors and the covenants of and obligations assumed by each such Parent Vivendi Successor in accordance with the provisions of Article 10 and any successor Trustee in accordance with the provisions of Article 9 and Section 12.3the successors of any successor trustee in accordance with the provisions of Article 8; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights whichRight that, in the opinion of Trustee (which maythe Trustee, for this purpose, rely acting on the opinion advice of counsel), will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentVivendi, ExchangeCoVivendi Universal Exchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Notwithstanding section 11.1, from time to time ExchangeCo Acquisition Sub (when authorized by a resolution of its Board the board of Directorsdirectors), Parent (when authorized by a resolution of its Board board of Directorsdirectors), BVI (when authorized by a resolution of its board of directors), CDN2 (when authorized by a resolution of its board of directors) and Trustee may, subject to the provisions of these presentshereof, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements Agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors to Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 and the succession of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights whichthat, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel), acting reasonably will not be prejudicial to the interests of the Beneficiaries Holders as a whole or are, are in the opinion of counsel to Trustee, the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentParexx, ExchangeCoXXX, XXX0, Xxquisition Sub, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this AgreementAgreement including, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel)acting reasonably, the rights of the Trustee and Beneficiaries the Holders as a whole will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors)Purchaser, Parent (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Rights upon Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, ExchangeCoPurchaser, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Notwithstanding the provisions of Section 11.1, from time to time ExchangeCo Akerna, Callco and Exchangeco (in each case, when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Akerna Successors and the covenants of and obligations assumed by each such Parent Akerna Successor in accordance with the provisions of Article 10 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right, the Put Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentAkerna, ExchangeCoCallco, Exchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, ; provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors)Canco, Parent (when authorized by a resolution of its Board of Directors) Acquiror and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Acquiror Successors and the covenants of and obligations assumed by each such Parent Acquiror Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentAcquiror, ExchangeCoCanco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of Notwithstanding the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Section 11.1, from time to time ExchangeCo Rockford, Callco and Subco (in each case, when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Rockford Successors and the covenants of and obligations assumed by each such Parent Rockford Successor in accordance with the provisions of Article Section 10 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentRockford, ExchangeCoCallco, Subco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, ; provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement trust agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Infospace Canada (when authorized by a resolution of its Board of Directors), Parent Infospace (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Infospace Successors and the covenants of and obligations assumed by each such Parent Infospace Successor in accordance with the provisions of Article 10 11 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement trust agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentInfospace, ExchangeCoInfospace Canada, the Trustee or this Agreementtrust agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementtrust agreement, including without limitation, to make or evidence any amendment or modification to this Agreement trust agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Canco (when authorized by a resolution of its Board of Directors), Parent United Royale (when authorized by a resolution of its Board board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent United Royale Successors and the covenants of and obligations assumed by each such Parent United Royale Successor in accordance with the provisions of Article 10 and any successor Trustee in accordance with the provisions of Article 9 and Section 12.3the successors of the Trustee or any successor trustee in accordance with the provisions of Article 9; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Voting Rights, the Automatic Exchange Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which maythe Trustee, for this purpose, rely acting on the opinion advice of counsel), will not be materially prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentUnited Royale, ExchangeCoCanco, the Trustee or this Agreementagreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementagreement, including without limitation, to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, ; provided that, in the opinion of Trustee (which maythe Trustee, for this purpose, rely acting on the opinion advice of counsel), the rights of Trustee and the Beneficiaries will not be materially prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Company (when authorized by a resolution of its Board of Directors), Parent (when authorized by a resolution of its Board of Directors) ), and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 11 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, ExchangeCoCompany, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement trust agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors)the Corporation, Parent (when authorized by a resolution of its Board of Directors) IBM and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent IBM Successors to IBM and the covenants of and obligations assumed by each such Parent IBM Successor in accordance with the provisions of Article 10 and any successor Trustee in accordance with the provisions of Article 9 and Section 12.3the successor of any successor trustee in accordance with the provisions of Article 8; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rightstrust agreement, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Trustee (which may, for this purpose, rely acting and relying on the opinion of counsel)counsel to the Trustee, will not be prejudicial to the interests of the Beneficiaries Non-Affiliated Holders as a whole or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentIBM, ExchangeCothe Corporation, the Trustee or this Agreementtrust agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementtrust agreement, including without limitation, limitation to make or evidence any amendment or modification to this Agreement trust agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)counsel to Trustee, the rights rights, duties and authorities of the Trustee and Beneficiaries the Non-Affiliated Holders as a whole will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo AcquisitionCo (when authorized by a resolution of its Board of Directors), Parent (when authorized by a resolution of its Board of Directors) the Trust and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Trust Successors and the covenants of and obligations assumed by each such Parent Trust Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.3; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Special Voting RightsRight, the Exchange Right Rights or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parentthe Trust, ExchangeCoTrust Subsidiary, AcquisitionCo, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement trust agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Cableshare (when authorized by a resolution of its the Board of Directors), Parent Source (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Source Successors to Source and the covenants of and obligations assumed by each such Parent Source Successor in accordance with the provisions of Article 10 11 and the successor of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.3; 10; (b) making any additions to, deletions from or alterations of the provisions of this Agreement trust agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, are in the opinion of counsel to Trustee, the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentSource, ExchangeCoCableshare, the Trustee or this Agreementtrust agreement; and and (c) for any other purposes not inconsistent with the provisions of this Agreementtrust agreement, including without limitation, to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and the Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement trust agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo the Corporation (when authorized by a resolution of the Board of Directors), Swissco (when authorized by a resolution of its Board of Directors), ) the Parent (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 11 and the successor of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement trust agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), will not be prejudicial to the interests of the Beneficiaries as a whole or are, are in the opinion of counsel to Trustee, the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Parent, ExchangeCoSwissco, the Corporation, the Trustee or this Agreementtrust agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementtrust agreement, including without limitation, limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), the rights of the Trustee and the Beneficiaries as a whole will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors)Exchangeco, Parent (when authorized by a resolution of its Board of Directors) Acquiror and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Acquiror Successors and the covenants of and obligations assumed by each such Parent Acquiror Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentAcquiror, ExchangeCoExchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Pure Exchangeco (when authorized by a resolution of its Board of Directors), Parent Pure (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Pure Successors and the covenants of and obligations assumed by each such Parent Pure Successor in accordance with the provisions of Article 10 the Put and Call Agreement and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.38 hereof; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentPure, ExchangeCoPure Exchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Harvest (when authorized by a resolution of its Board of Directors), Parent Harvest Energy Trust (when authorized by a resolution of its the Board of DirectorsDirectors of Harvest) and ExchangeCo (when authorized by a resolution of the Board of Directors of ExchangeCo) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Harvest Successors and the covenants of and obligations assumed by each such Parent Harvest Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right Rights or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentHarvest Energy Trust, ExchangeCo, Harvest, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement trust agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo the Corporation (when authorized by a resolution of the Board of Directors), the Parent (when authorized by a resolution of the Parent Board of Directors), NovaCo (when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:. (a) evidencing the succession of Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 0 hereof and the successor of any successor Trustee mandatary in accordance with the provisions of Article 9 and Section 12.30 hereof; (b) making any additions to, deletions from or alterations of the provisions of this Agreement trust agreement or the Voting Rights, Rights or the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), will not be prejudicial to the interests of the Beneficiaries Non-Affiliated Holders as a whole or are, are in the opinion of counsel to Trustee, the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Parent, ExchangeCothe Corporation, the Trustee or this Agreementtrust agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementtrust agreement, including without limitation, limitation to make or evidence any amendment or modification to this Agreement trust agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), the rights of the Trustee and Beneficiaries the Non-Affiliated Holders as a whole will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo ARC Resources (when authorized by a resolution of its Board of Directors), Parent ARC (when authorized by a resolution of its the Board of DirectorsDirectors of ARC Resources) and ARC Subco (when authorized by a resolution of the Board of Directors of ARC Subco) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent ARC Successors and the covenants of and obligations assumed by each such Parent ARC Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right Rights or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentARC, ExchangeCoARC Subco, ARC Resources, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Trust Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors)the Company, Holdco, the Parent (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 11 and the successor of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Trust Agreement or the Voting Rights, Rights or the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries Non-Affiliated Holders and the holders of the Convertible Shares as a whole or are, are in the opinion of counsel to Trustee, the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Parent, ExchangeCoHoldco, the Company, the Trustee or this Trust Agreement; and (c) for any other purposes not inconsistent with the provisions of this Trust Agreement, including without limitation, limitation to make or evidence any amendment or modification to this Trust Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of Trustee the Trustee, the Non-Affiliated Holders and Beneficiaries the holders of the Convertible Shares as a whole will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Exchangeco (when authorized by a resolution of its Board of Directors), Parent AMVESCAP (when authorized by a resolution of its Board board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent AMVESCAP Successors and the covenants of and obligations assumed by each such Parent AMVESCAP Successor in accordance with the provisions of Article 10 11 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.311; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Automatic Exchange Right or the Automatic Exchange Rights on Liquidation which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentAMVESCAP, ExchangeCoExchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Notwithstanding Section 12.1, from time to time ExchangeCo New Exchangeco (when authorized by a resolution of its Board of Directors), Parent Newmont (when authorized by a resolution of its Board board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Newmont Successors and the covenants of and obligations assumed by each such Parent Newmont Successor in accordance with the provisions of Article 10 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement agreement or the Voting Rights, the Automatic Exchange Right or the Automatic Exchange Rights on Liquidation which, in the opinion of Trustee (which maythe Trustee, for this purpose, rely on the opinion in reliance upon a certificate of counsel)New Exchangeco, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentNewmont, ExchangeCoNew Exchangeco, the Trustee or this Agreementagreement; and (c) for any other purposes not inconsistent inconsistent, as confirmed in writing by New Exchangeco which may be relied upon by the Trustee, with the provisions of this Agreementagreement, including without limitation, to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, ; provided that, in the opinion of Trustee (which maythe Trustee, for this purpose, rely on the opinion in reliance upon a certificate of counsel)New Exchangeco, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of Notwithstanding the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Section 11.1, from time to time ExchangeCo the Parent, Callco and Exchangeco (in each case, when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Parent, ExchangeCoCallco, Exchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, ; provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors)Canco, Parent (when authorized by a resolution of its Board of Directors) Acquirer and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Acquirer Successors and the covenants of and obligations assumed by each such Parent Acquirer Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentAcquirer, ExchangeCoCanco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement trust agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo THC (when authorized by a resolution of its Board of Directors), Parent Holdings (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Holdings Successors and the covenants of and obligations assumed by each such Parent Holdings Successor in accordance with the provisions of Article 10 and any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.3; (b) making any additions to, deletions from or alterations of the provisions of this Agreement trust agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel), will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentHoldings, ExchangeCoTHC, the Trustee or this Agreementtrust agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementtrust agreement, including without limitation, to make or evidence any amendment or modification to this Agreement trust agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel), the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. >From time to time ExchangeCo (when authorized by a resolution of its Board of Directors)ExchangeCo, Parent (when authorized by a resolution of its Board of Directors) FCE and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent FCE Successors and the covenants of and obligations assumed by each such Parent FCE Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentFCE, ExchangeCo, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo AOG (when authorized by a resolution of its Board of Directors), Parent Advantage Trust (when authorized by a resolution of its the Board of Directors) and ExchangeCo (when authorized by a resolution of the board of directors of ExchangeCo) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right Rights or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentAdvantage Trust, ExchangeCo, AOG, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement trust agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo the Corporation (when authorized by a resolution of its the Board of Directors), the Parent (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 11 and the successor of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement trust agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), will not be prejudicial to the interests of the Beneficiaries as a whole or are, are in the opinion of counsel to Trustee, the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Parent, ExchangeCothe Corporation, the Trustee or this Agreementtrust agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementtrust agreement, including without limitation, limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), the rights of the Trustee and the Beneficiaries as a whole will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement trust agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo VESTCOM (when authorized by a resolution of its Board of Directors), Parent (when authorized by a resolution of its the VESTCOM Board of Directors) and Trustee the Depositary may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor any successor depositary in accordance with the provisions of Article 10 and any successor Trustee in accordance with the provisions of Article 9 and Section 12.37; (b) making any additions to, deletions from or alterations of the provisions of this Agreement trust agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of Depositary and its counsel), will not be prejudicial to the interests of the Beneficiaries Stockholders as a whole or are, are in the opinion of counsel to Trustee, the Depositary necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentVESTCOM, ExchangeCoNEWCO, Trustee the Depositary or this Agreementtrust agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementtrust agreement, including without limitation, limitation to make or evidence any amendment or modification to this Agreement trust agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of Depositary and its counsel), the rights of Trustee the Depositary and Beneficiaries the Stockholders as a whole will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Exchangeco (when authorized by a resolution of its Board of Directors), Parent (when authorized by a resolution of its Board of Directors) ), and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 11 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, ExchangeCoExchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Weysub (when authorized by a resolution of its Board of Directors), Parent Weyerhaeuser (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Weyerhaeuser Successors and the covenants of and obligations assumed by each such Parent Weyerhaeuser Successor in accordance with the provisions of Article 10 11 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentWeyerhaeuser, ExchangeCoWeysub, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo Acquisition Sub (when authorized by a resolution of its Board the board of Directorsdirectors), Parent (when authorized by a resolution of its Board board of Directorsdirectors) and Trustee may, subject to the provisions of these presentshereof, and they shall, when so directed by these presentsdirected, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors to Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 and the succession of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights whichthat, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel), acting reasonably will not be prejudicial to the interests of the Beneficiaries Holders as a whole or are, are in the opinion of counsel to Trustee, the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Parent, ExchangeCoAcquisition Sub, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this AgreementAgreement including, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel)acting reasonably, the rights of the Trustee and Beneficiaries the Holders as a whole will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo NPS - Allelix Inc. (when authorized by a resolution of its Board of Directors), Parent NPS (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent NPS Successors and the covenants of and obligations assumed by each such Parent NPS Successor in accordance with the provisions of Article 10 11 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentNPS, ExchangeCoNPS -Allelix Inc., the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Notwithstanding section 11.1, from time to time ExchangeCo the Corporation (when authorized by a resolution of the Board of Directors), Orbital (when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presentshereof, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements Agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Orbital Successors to Orbital and the covenants of and obligations assumed by each such Parent Orbital Successor in accordance with the provisions of Article 10 and the succession of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights whichthat, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel), acting reasonably will not be prejudicial to the interests of the Beneficiaries Holders as a whole or are, are in the opinion of counsel to Trustee, the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentOrbital, ExchangeCothe Corporation, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this AgreementAgreement including, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel)acting reasonably, the rights of the Trustee and Beneficiaries the Holders as a whole will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors)Exchangeco, Parent (when authorized by a resolution of its Board of Directors) Spectra Energy and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Spectra Energy Successors and the covenants of and obligations assumed by each such Parent Spectra Energy Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Spectra Energy Voting Rights, the Spectra Energy Exchange Right or the Spectra Energy Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Spectra Energy Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentSpectra Energy, ExchangeCoExchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Spectra Energy Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Notwithstanding Section 11.1, from time to time ExchangeCo Exchangeco (when authorized by a resolution of its Board board of Directorsdirectors), Parent Callco (when authorized by a resolution of its Board board of Directorsdirectors), US Gold (when authorized by a resolution of its board of directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, hereof for any one or more of the following purposes: (a) evidencing the succession of Parent Successors a US Gold Successor and the covenants of and obligations assumed by each such Parent US Gold Successor in accordance with the provisions of Article ARTICLE 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.3ARTICLE 9; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentUS Gold, ExchangeCoExchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby. In executing or accepting the supplemental trusts created by any supplemental agreement permitted by this ARTICLE 11, the Trustee will be entitled to receive and (subject to ARTICLE 6) will be fully protected in relying upon an Officer’s Certificate and opinions of counsel stating that the execution of such supplemental agreement is authorized or permitted in this Agreement.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo ServiceSoft Canada (when authorized by a resolution of the Board of Directors), ServiceSoft (when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements Agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent ServiceSoft Successors to ServiceSoft and the covenants of and obligations assumed by each such Parent ServiceSoft Successor in accordance with the provisions of Article 10 11 and the successor of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right Rights or the Automatic Exchange Rights which, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), will not be prejudicial to the rights of the Trustee or interests of the Beneficiaries as a whole or are, are in the opinion of counsel to Trustee, the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentServiceSoft, ExchangeCoServiceSoft Canada, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), the rights of the Trustee and the Beneficiaries as a whole will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder in this Agreement shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo the Company (when authorized by a resolution of its Board of Directors), Parent Abgenix (when authorized by a resolution of its Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Abgenix Successors and the covenants of and obligations assumed by each such Parent Abgenix Successor in accordance with the provisions of Article 10 11 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights on Liquidation which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentAbgenix, ExchangeCothe Company, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo the Corporation (when authorized by a resolution of the Board of Directors), BackWeb (when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements Agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:: 33 -33- (a) evidencing the succession of Parent BackWeb Successors to BackWeb and the covenants of and obligations assumed by each such Parent BackWeb Successor in accordance with the provisions of Article 10 11 and the successor of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), will not be prejudicial to the rights of the Trustee or interests of the Beneficiaries as a whole or are, are in the opinion of counsel to Trustee, the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentBackWeb, ExchangeCothe Corporation, the Trustee or this Agreement; and (c) for any other purposes purpose not inconsistent with the provisions of this Agreement, including without limitation, limitation to make or evidence any amendment or modification to this Agreement agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), the rights of the Trustee and the Beneficiaries as a whole will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement trust agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo the Corporation (when authorized by a resolution of its Board of Directors), the Parent (when authorized by a resolution of its the Parent Board of Directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Successors to the Parent and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 10 11 and the successor of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.310; (b) making any additions to, deletions from or alterations of the provisions of this Agreement trust agreement or the Voting Rights, Rights or the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), will not be prejudicial to the interests of the Beneficiaries Non-Affiliated Holders as a whole or are, are in the opinion of counsel to Trustee, the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Parent, ExchangeCothe Corporation, the Trustee or this Agreementtrust agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreementtrust agreement, including without limitation, limitation to make or evidence any amendment or modification to this Agreement trust agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely on the opinion of and its counsel), the rights of the Trustee and Beneficiaries the Non-Affiliated Holders as a whole will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time ExchangeCo (when authorized by a resolution of its Board of Directors)FLP, Parent (when authorized by a resolution of its Board of Directors) Enerplus and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Trust Successors and the covenants of and obligations assumed by each such Parent Trust Successor in accordance with the provisions of Article 10 and the successors of any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentEnerplus, ExchangeCoFLP, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby, provided that, in the opinion of the Trustee (which may, for this purpose, rely relying on the opinion advice of counsel)counsel where considered advisable, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

Execution of Supplemental Trust Agreements. No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From Notwithstanding the provisions of Section 11.1, from time to time ExchangeCo Akerna, Callco and Exchangeco (in each case, when authorized by a resolution of its Board board of Directors), Parent (when authorized by a resolution of its Board of Directorsdirectors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes: (a) evidencing the succession of Parent Akerna Successors and the covenants of and obligations assumed by each such Parent Akerna Successor in accordance with the provisions of Article 10 and the successors of the Trustee or any successor Trustee trustee in accordance with the provisions of Article 9 and Section 12.39; (b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right, the Put Right or the Automatic Exchange Rights Right which, in the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel)Trustee, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee, necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to ParentAkerna, ExchangeCoCallco, Exchangeco, the Trustee or this Agreement; and (c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, limitation to make or evidence any amendment or modification to this Agreement as contemplated hereby, ; provided that, in the opinion of Trustee (which maythe Trustee, for this purpose, rely relying on the opinion advice of counsel), the rights of the Trustee and Beneficiaries will not be prejudiced thereby.