Common use of Qualification in Canada Clause in Contracts

Qualification in Canada. In connection with the obligations of PEG Inc. with respect to any qualification of Registrable Shares for public distribution in an Eligible Jurisdiction pursuant to this Agreement, PEG Inc. shall: (a) prepare and file, in each Eligible Jurisdiction in which the distribution is to be effected, as specified in this Agreement, a preliminary and final prospectus, which shall comply as to form in all material respects with the requirements of applicable Canadian Securities Laws, together with any required amendments or supplements thereto as may be required to comply with applicable Canadian Securities Laws and all material incorporated by reference or deemed to be incorporated by reference therein (as applicable), and use its reasonable best efforts to obtain receipts for the preliminary and final prospectus from the Canadian Regulator; (b) furnish to the Holders, without charge, as many copies of the Canadian Prospectus and such other relevant documents as the Holders may reasonably request; provided, however, that any such document’s availability on the System for Electronic Document Analysis and Retrieval database (or any successor thereto) shall satisfy such obligation; and PEG Inc. hereby consents to the use of the Canadian Prospectus by the Holders in connection with the offering and sale of the Registrable Shares covered by such Canadian Prospectus; (c) in the case of an Underwritten Offering, use its reasonable best efforts to furnish or cause to be furnished to the Holders and the underwriters a signed counterpart, addressed to the Holders and the underwriters, of: (i) an opinion of counsel for PEG Inc., dated the date of each closing under the underwriting agreement, reasonably satisfactory to the underwriters and (ii) a “comfort” letter, dated the date of the underwriting agreement and the date of each closing thereunder, signed by the independent public accountants who have certified PEG Inc.’s financial statements included in the Canadian Prospectus, covering substantially the same matters with respect to the Canadian Prospectus and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants” letters delivered to underwriters in underwritten public offerings of securities, and such other financial matters as the underwriters may reasonably request and are customarily obtained by underwriters in underwritten offerings; provided, that to be an addressee of the comfort letter, the Holders may be required to confirm that it is in the category of persons to whom a comfort letter may be delivered in accordance with applicable accounting literature; (d) enter into customary agreements (including in the case of an Underwritten Offering, an underwriting agreement) and take all other action in connection therewith to expedite or facilitate the distribution of the Registrable Shares covered by the Canadian Prospectus, and in the case of an Underwritten Offering make representations and warranties to the underwriters in such form and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same, to the extent customary, if and when requested; (e) in the case of an Underwritten Offering, use its reasonable best efforts to make available for inspection by the underwriters participating in any distribution pursuant to the Canadian Prospectus and their representatives (including counsel or other professional advisors), all financial and other records, pertinent corporate documents, and properties of PEG Inc., and cause the officers and employees of PEG Inc. to supply all information reasonably requested; provided, however, that any records, documents, or information that PEG Inc. determines, in good faith, to be confidential and notifies the underwriters accordingly shall not be disclosed unless (i) disclosure is necessary to avoid or correct a misrepresentation in the Canadian Prospectus, (ii) the release of such records, documents, or information is required by law or ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents, or information have been generally made available to the public; provided, further, that to the extent practicable, the foregoing inspection and information gathering shall be coordinated on behalf of the Holders and the other parties entitled thereto by one counsel designated by and on behalf of the Holders and the other parties, which counsel PEG Inc. determines in good faith is reasonably acceptable; (i) notify the Holders promptly of the happening of any event as a result of which the Canadian Prospectus as then in effect and pursuant to which Registrable Shares are qualified for public distribution in an Eligible Jurisdiction would include an untrue statement of material fact or would omit to state a material fact that is required to be stated or that is necessary to make any statement therein not misleading in light of the circumstances in which it was made (which notice shall be accompanied by an instruction to suspend the use of the Canadian Prospectus until the required updates have been completed); (ii) except as provided in Article IV use its reasonable best efforts to promptly amend or supplement the Canadian Prospectus so that the Canadian Prospectus, as amended or supplemented, will not include an untrue statement of material fact or omit to state a material fact that is required to be stated or that is necessary to make any statement therein not misleading in light of the circumstances in which it was made; and (iii) promptly furnish to the Holders a reasonable number of copies of any such amendment or supplement; provided, however, that any such document’s availability on the System for Electronic Document Analysis and Retrieval database (or any successor thereto) shall satisfy such obligation; (g) notify the Holders promptly of the issuance by a Canadian Regulator, or by any court or other governmental or regulatory authority, of any order or ruling suspending the effectiveness of the receipt for a Canadian Prospectus, ceasing any trading in Registrable Shares or the Common Stock generally, or suspending or preventing the use of a Canadian Prospectus or the qualification of any securities thereunder for distribution in any jurisdiction; and use its reasonable best efforts to have any such order or ruling cancelled or withdrawn pending which the Holders shall cease any distribution of Common Stock and acts in furtherance thereof and shall not deliver a Canadian Prospectus to any person; (h) notify the Holders promptly of the initiation of any proceedings for an order or ruling described in Section 3.2(g) above or any request by a Canadian Regulator, or by any court or other governmental or regulatory authority, for amendments or supplements to a Canadian Prospectus or for additional information; (i) in connection with any disposition of Registrable Shares (whether or not pursuant to a Canadian Prospectus) that will result in the securities being delivered no longer constituting Registrable Shares, cooperate with the Holders and the representative of the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be sold, which certificates shall not bear any transfer restrictive legends (other than as required by PEG Inc.’s charter), and to enable such Registrable Shares to be in such denominations and registered in such names as the Holders or the representative of the underwriters, if any, may request at least three Business Days before any sale of Registrable Shares; (j) use its reasonable best efforts to cause all Registrable Shares to be listed on the NASDAQ Global Market and the Toronto Stock Exchange; (k) provide a CUSIP number for all Registrable Shares; (l) (i) otherwise use its commercially reasonable efforts to comply in all material respects with all applicable Canadian Securities Laws and (ii) delay filing any document comprising a part of the Canadian Prospectus to which the Holders shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of applicable Canadian Securities Laws, the Holders having been furnished with a copy thereof at least three Business Days before the filing thereof; provided, that PEG Inc. may file such document after PEG Inc. shall have made a good faith effort to resolve any such issue with the Holders and shall have advised the Holders in writing of its reasonable belief that such filing complies in all material respects with the requirements of applicable Canadian Securities Laws; (m) cause to be maintained a registrar and transfer agent for all Registrable Shares; and (n) use its reasonable best efforts to otherwise take all such other actions as may be necessary in order to facilitate the distribution of Registrable Shares in an Eligible Jurisdiction in accordance with applicable Canadian Securities Laws, through registrants who comply with the relevant provisions of such laws.

Qualification in Canada. In Subject to Sections 2(a)(i) and 2(f) hereof, in connection with the obligations of PEG Inc. the Company pursuant to Section 2(a)(iii) with respect to any qualification filing of a Canadian Prospectus to permit the public sale of the Registrable Shares for public distribution in an Eligible Jurisdiction pursuant to this Agreementa jurisdiction of Canada by the Holder or Holders (other than Canadian Control Persons under applicable Canadian Securities Laws), PEG Inc. the Company shall: (a) use its commercially reasonable efforts to prepare and file, in each Eligible Jurisdiction jurisdiction in Canada in which the distribution is to be effected, as specified in this Agreementeffected by the Holders, a preliminary and final prospectusCanadian Prospectus, which shall comply as to form in all material respects with the requirements of applicable Canadian Securities Laws, together with any required amendments or supplements thereto as may be required to comply with applicable Canadian Securities Laws and all material incorporated by reference or deemed to be incorporated by reference therein (as applicable), and use its commercially reasonable best efforts to obtain receipts for the preliminary and final prospectus from the applicable Canadian RegulatorCommission(s); (b) furnish to the Holders, without charge, as many copies of the Canadian Prospectus and such other relevant documents as the Holders may reasonably request; provided, however, that any such document’s availability on the System for Electronic Document Analysis and Retrieval database (or any successor thereto) shall satisfy such obligation; and PEG Inc. the Company hereby consents to the use of the Canadian Prospectus by the Holders in connection with the offering and sale of the Registrable Shares covered by such Canadian Prospectus; (c) in the case of an Underwritten Offering, use its commercially reasonable best efforts to furnish or cause to be furnished to the Holders and the underwriters a signed counterpart, addressed to the Holders and the underwriters, of: (i) an opinion of counsel for PEG Inc.the Company, dated the date of each closing under the underwriting agreement, reasonably satisfactory to the underwriters underwriters, and (ii) a “comfort” letter, dated the date of the underwriting agreement and the date of each closing thereunder, signed by the independent public accountants who have certified PEG Inc.the Company’s financial statements included in the Canadian Prospectus, covering substantially the same matters with respect to the Canadian Prospectus and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants” ’ letters delivered to underwriters in underwritten public offerings of securities, and such other financial matters as the underwriters may reasonably request and are customarily obtained by underwriters in underwritten offerings; provided, that to be an addressee of the comfort letter, the Holders may be required to confirm that it is in the category of persons to whom a comfort letter may be delivered in accordance with applicable accounting literature; (d) enter into customary agreements (including in the case of an Underwritten Offering, an underwriting agreement) and take all other action in connection therewith to expedite or facilitate the distribution of the Registrable Shares covered by the Canadian Prospectus, and in the case of an Underwritten Offering make representations and warranties to the underwriters in such form and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same, to the extent customary, if and when requested; (e) in the case of an Underwritten Offering, use its commercially reasonable best efforts to make available for inspection by the underwriters participating in any distribution pursuant to the Canadian Prospectus and their representatives (including counsel or other professional advisors), all financial and other records, pertinent corporate documents, and properties of PEG Inc.the Company, and cause the officers and employees of PEG Inc. the Company to supply all information reasonably requested; provided, however, that any records, documents, or information that PEG Inc. the Company determines, in good faith, to be confidential and notifies the underwriters accordingly shall not be disclosed unless (i) disclosure is necessary to avoid or correct a misrepresentation in the Canadian Prospectus, (ii) the release of such records, documents, or information is required by law or ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents, or information have been generally made available to the public; provided, further, that to the extent practicable, the foregoing inspection and information gathering shall be coordinated on behalf of the Holders and the other parties entitled thereto by one counsel designated by and on behalf of the Holders and the other parties, which counsel PEG Inc. the Company determines in good faith is reasonably acceptable; (i) notify the Holders promptly of the happening of any event as a result of which the Canadian Prospectus as then in effect and pursuant to which Registrable Shares are qualified for public distribution in an Eligible Jurisdiction Canada would include an untrue statement of material fact or would omit to state a material fact that is required to be stated or that is necessary to make any statement therein not misleading in light of the circumstances in which it was made (which notice shall be accompanied by an instruction to suspend the use of the Canadian Prospectus until the required updates have been completed); (ii) except as provided in Article IV Section 7 use its commercially reasonable best efforts to promptly amend or supplement the Canadian Prospectus so that the Canadian Prospectus, as amended or supplemented, will not include an untrue statement of material fact or omit to state a material fact that is required to be stated or that is necessary to make any statement therein not misleading in light of the circumstances in which it was made; and (iii) promptly furnish to the Holders a reasonable number of copies of any such amendment or supplement; provided, however, that any such document’s availability on the System for Electronic Document Analysis and Retrieval database (or any successor thereto) shall satisfy such obligation; (g) notify the Holders promptly of the issuance by a Canadian RegulatorCommission, or by any court or other governmental or regulatory authority, of any order or ruling suspending the effectiveness of the receipt for a Canadian Prospectus, ceasing any trading in Registrable Shares or the Common Stock generally, or suspending or preventing the use of a Canadian Prospectus or the qualification of any securities thereunder for distribution in any jurisdiction; and use its commercially reasonable best efforts to have any such order or ruling cancelled or withdrawn pending which the Holders shall cease any distribution of Common Stock and acts in furtherance thereof and shall not deliver a Canadian Prospectus to any person; (h) notify the Holders promptly of the initiation of any proceedings for an order or ruling described in Section 3.2(g6(g) above or any request by a Canadian RegulatorCommission, or by any court or other governmental or regulatory authority, for amendments or supplements to a Canadian Prospectus or for additional information; (i) in connection with any disposition of Registrable Shares (whether or not pursuant to a Canadian Prospectus) that will result in the securities being delivered no longer constituting Registrable Shares, cooperate with the Holders and the representative of the underwriters, if any, to facilitate the timely preparation and delivery of certificates or book-entry designations representing the Registrable Shares to be sold, which certificates or book-entry designations shall not bear any transfer restrictive legends under Canadian Securities Laws (other than as required by PEG Inc.the Company’s charterCharter, as amended), and to enable facilitate such Registrable Shares to be in such denominations and registered in such names as the Holders or the representative of the underwriters, if any, may request at least three seven Business Days before any sale of Registrable Shares; (j) in connection with any disposition of Registrable Shares by a Canadian Control Person, use customary and its commercially reasonable efforts to cooperate with such Canadian Control Person to facilitate such disposition; (k) use its commercially reasonable best efforts to cause all Registrable Shares to be listed on the NASDAQ Global Market and the Toronto Stock a Securities Exchange; (kl) provide a CUSIP number for all Registrable Shares; (lm) (i) otherwise use its commercially reasonable efforts to comply in all material respects with all applicable Canadian Securities Laws Laws, and (ii) delay filing any document comprising a part of the Canadian Prospectus to which the Holders shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of applicable Canadian Securities Laws, the Holders having been furnished with a draft or copy thereof at least three Business Days before the filing thereof; provided, that PEG Inc. the Company may file such document after PEG Inc. the Company shall have made a good faith effort to resolve any such issue with the Holders and shall have advised the Holders in writing of its reasonable belief that such filing complies in all material respects with the requirements of applicable Canadian Securities Laws;; and (mn) cause to be maintained a registrar and transfer agent for all Registrable Shares; and . The Company may require the Holders to furnish (nand each Holder shall furnish) use its reasonable best efforts to otherwise take all the Company such other actions information regarding the proposed distribution by such Holder of such Registrable Shares as the Company may from time to time reasonably request in writing or as shall be necessary in order required to facilitate effect the registration or distribution of the Registrable Shares, and no Holder shall be entitled to be named as a selling stockholder in any Registration Statement and no Holder shall be entitled to use the Prospectus forming a part thereof if such Holder does not provide such information to the Company. Any Holder that sells Registrable Shares pursuant to a Registration statement or as a selling security holder pursuant to an Underwritten Offering shall be required to be named as a selling stockholder in an Eligible Jurisdiction the related prospectus and to deliver a prospectus supplied by the Company to purchasers, additionally each selling stockholder will be required to execute a certificate to the prospectus, in accordance with the form required by applicable Canadian Securities Laws, through registrants who comply with . Each Holder further agrees to furnish promptly to the relevant provisions of Company in writing all information required from time to time to make the information previously furnished by such lawsHolder not misleading.

Qualification in Canada. In connection with the obligations of PEG Inc. with respect to any qualification of Registrable Shares for public distribution in an Eligible Jurisdiction pursuant to this Agreement, PEG Inc. shall: (a) prepare and file, in each Eligible Jurisdiction in which the distribution is to be effected, as specified in this Agreement, a preliminary and final prospectus, which shall comply as to form in all material respects with the requirements of applicable Canadian Securities Laws, together with any required amendments or supplements thereto as may be required to comply with applicable Canadian Securities Laws and all material incorporated by reference or deemed to be incorporated by reference therein (as applicable), and use its reasonable best efforts to obtain receipts for the preliminary and final prospectus from the Canadian Regulator; (b) furnish to the Holders, without charge, as many copies of the Canadian Prospectus and such other relevant documents as the Holders may reasonably request; provided, however, that any such document’s availability on the System for Electronic Document Analysis and Retrieval database (or any successor thereto) shall satisfy such obligation; and PEG Inc. hereby consents to the use of the Canadian Prospectus by the Holders in connection with the offering and sale of the Registrable Shares covered by such Canadian Prospectus; (c) in the case of an Underwritten Offering, use its reasonable best efforts to furnish or cause to be furnished to the Holders and the underwriters a signed counterpart, addressed to the Holders and the underwriters, of: (i) an opinion of counsel for PEG Inc., dated the date of each closing under the underwriting agreement, reasonably satisfactory to the underwriters and (ii) a “comfort” letter, dated the date of the underwriting agreement and the date of each closing thereunder, signed by the independent public accountants who have certified PEG Inc.’s financial statements included in the Canadian Prospectus, covering substantially the same matters with respect to the Canadian Prospectus and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants” ’ letters delivered to underwriters in underwritten public offerings of securities, and such other financial matters as the underwriters may reasonably request and are customarily obtained by underwriters in underwritten offerings; provided, that to be an addressee of the comfort letter, the Holders may be required to confirm that it is in the category of persons to whom a comfort letter may be delivered in accordance with applicable accounting literature; (d) enter into customary agreements (including in the case of an Underwritten Offering, an underwriting agreement) and take all other action in connection therewith to expedite or facilitate the distribution of the Registrable Shares covered by the Canadian Prospectus, and in the case of an Underwritten Offering make representations and warranties to the underwriters in such form and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same, to the extent customary, if and when requested; (e) in the case of an Underwritten Offering, use its reasonable best efforts to make available for inspection by the underwriters participating in any distribution pursuant to the Canadian Prospectus and their representatives (including counsel or other professional advisors), all financial and other records, pertinent corporate documents, and properties of PEG Inc., and cause the officers and employees of PEG Inc. to supply all information reasonably requested; provided, however, that any records, documents, or information that PEG Inc. determines, in good faith, to be confidential and notifies the underwriters accordingly shall not be disclosed unless (i) disclosure is necessary to avoid or correct a misrepresentation in the Canadian Prospectus, (ii) the release of such records, documents, or information is required by law or ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents, or information have been generally made available to the public; provided, further, that to the extent practicable, the foregoing inspection and information gathering shall be coordinated on behalf of the Holders and the other parties entitled thereto by one counsel designated by and on behalf of the Holders and the other parties, which counsel PEG Inc. determines in good faith is reasonably acceptable; (i) notify the Holders promptly of the happening of any event as a result of which the Canadian Prospectus as then in effect and pursuant to which Registrable Shares are qualified for public distribution in an Eligible Jurisdiction would include an untrue statement of material fact or would omit to state a material fact that is required to be stated or that is necessary to make any statement therein not misleading in light of the circumstances in which it was made (which notice shall be accompanied by an instruction to suspend the use of the Canadian Prospectus until the required updates have been completed); (ii) except as provided in Article IV use its reasonable best efforts to promptly amend or supplement the Canadian Prospectus so that the Canadian Prospectus, as amended or supplemented, will not include an untrue statement of material fact or omit to state a material fact that is required to be stated or that is necessary to make any statement therein not misleading in light of the circumstances in which it was made; and (iii) promptly furnish to the Holders a reasonable number of copies of any such amendment or supplement; provided, however, that any such document’s availability on the System for Electronic Document Analysis and Retrieval database (or any successor thereto) shall satisfy such obligation; (g) notify the Holders promptly of the issuance by a Canadian Regulator, or by any court or other governmental or regulatory authority, of any order or ruling suspending the effectiveness of the receipt for a Canadian Prospectus, ceasing any trading in Registrable Shares or the Common Stock generally, or suspending or preventing the use of a Canadian Prospectus or the qualification of any securities thereunder for distribution in any jurisdiction; and use its reasonable best efforts to have any such order or ruling cancelled or withdrawn pending which the Holders shall cease any distribution of Common Stock and acts in furtherance thereof and shall not deliver a Canadian Prospectus to any person; (h) notify the Holders promptly of the initiation of any proceedings for an order or ruling described in Section 3.2(g) above or any request by a Canadian Regulator, or by any court or other governmental or regulatory authority, for amendments or supplements to a Canadian Prospectus or for additional information; (i) in connection with any disposition of Registrable Shares (whether or not pursuant to a Canadian Prospectus) that will result in the securities being delivered no longer constituting Registrable Shares, cooperate with the Holders and the representative of the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be sold, which certificates shall not bear any transfer restrictive legends (other than as required by PEG Inc.’s charter), and to enable such Registrable Shares to be in such denominations and registered in such names as the Holders or the representative of the underwriters, if any, may request at least three Business Days before any sale of Registrable Shares; (j) use its reasonable best efforts to cause all Registrable Shares to be listed on the NASDAQ Global Market and the Toronto Stock Exchange; (k) provide a CUSIP number for all Registrable Shares; (l) (i) otherwise use its commercially reasonable efforts to comply in all material respects with all applicable Canadian Securities Laws and (ii) delay filing any document comprising a part of the Canadian Prospectus to which the Holders shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of applicable Canadian Securities Laws, the Holders having been furnished with a copy thereof at least three Business Days before the filing thereof; provided, that PEG Inc. may file such document after PEG Inc. shall have made a good faith effort to resolve any such issue with the Holders and shall have advised the Holders in writing of its reasonable belief that such filing complies in all material respects with the requirements of applicable Canadian Securities Laws; (m) cause to be maintained a registrar and transfer agent for all Registrable Shares; and (n) use its reasonable best efforts to otherwise take all such other actions as may be necessary in order to facilitate the distribution of Registrable Shares in an Eligible Jurisdiction in accordance with applicable Canadian Securities Laws, through registrants who comply with the relevant provisions of such laws.

Qualification in Canada. In connection with the obligations of PEG Inc. Lone Pine with respect to any qualification of Registrable Shares for public distribution in an Eligible Jurisdiction pursuant to this Agreement, PEG Inc. Lone Pine shall: (a) prepare and file, in each Eligible Jurisdiction in which the distribution is to be effected, as specified in this Agreement, a preliminary and final prospectus, which shall comply as to form in all material respects with the requirements of applicable Canadian Securities Laws, together with any required amendments or supplements thereto as may be required to comply with applicable Canadian Securities Laws and all material incorporated by reference or deemed to be incorporated by reference therein (as applicable), and use its reasonable best efforts to obtain receipts for the preliminary and final prospectus from the Canadian Regulator; (b) furnish to the HoldersForest, without charge, as many copies of the Canadian Prospectus and such other relevant documents as the Holders Forest may reasonably request; provided, however, that any such document’s availability on the System for Electronic Document Analysis and Retrieval database (or any successor thereto) shall satisfy such obligation; and PEG Inc. Lone Pine hereby consents to the use of the Canadian Prospectus by the Holders Forest in connection with the offering and sale of the Registrable Shares covered by such Canadian Prospectus; (c) in the case of an Underwritten Offering, use its reasonable best efforts to furnish or cause to be furnished to the Holders Forest and the underwriters a signed counterpart, addressed to the Holders Forest and the underwriters, of: (i) an opinion of counsel for PEG Inc.Lone Pine, dated the date of each closing under the underwriting agreement, reasonably satisfactory to the underwriters and underwriters; (ii) a “"comfort” " letter, dated the date of the underwriting agreement and the date of each closing thereunder, signed by the independent public accountants who have certified PEG Inc.’s Lone Pine's financial statements included in the Canadian Prospectus, covering substantially the same matters with respect to the Canadian Prospectus and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants” ' letters delivered to underwriters in underwritten public offerings of securities, and such other financial matters as the underwriters may reasonably request and are customarily obtained by underwriters in underwritten offerings; provided, that to be an addressee of the comfort letter, the Holders Forest may be required to confirm that it is in the category of persons to whom a comfort letter may be delivered in accordance with applicable accounting literature; and (iii) a "comfort" letter, dated the date of the underwriting agreement and the date of each closing thereunder, signed by the independent petroleum engineering consultants who have evaluated or audited Lone Pine's oil and gas reserves included in the Canadian Prospectus, covering substantially the same matters with respect to the Canadian Prospectus and with respect to events subsequent to the date of its evaluation or audit of such oil and gas reserves, as are customarily covered in engineers' letters delivered to underwriters in underwritten public offerings of securities, and such other reserves-related matters as the underwriters may reasonably request and are customarily obtained by underwriters in underwritten offerings; (d) enter into customary agreements (including in the case of an Underwritten Offering, an underwriting agreement) and take all other action in connection therewith to expedite or facilitate the distribution of the Registrable Shares covered by the Canadian Prospectus, and in the case of an Underwritten Offering make representations and warranties to the underwriters in such form and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same, to the extent customary, if and when requested; (e) in the case of an Underwritten Offering, use its reasonable best efforts to make available for inspection by the underwriters participating in any distribution pursuant to the Canadian Prospectus and their representatives (including counsel or other professional advisors), all financial and other records, pertinent corporate documents, and properties of PEG Inc.Lone Pine, and cause the officers and employees of PEG Inc. Lone Pine to supply all information reasonably requested; provided, however, that any records, documents, or information that PEG Inc. Lone Pine determines, in good faith, to be confidential and notifies the underwriters accordingly shall not be disclosed unless (i) disclosure is necessary to avoid or correct a misrepresentation in the Canadian Prospectus, (ii) the release of such records, documents, or information is required by law or ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents, or information have been generally made available to the public; provided, further, that to the extent practicable, the foregoing inspection and information gathering shall be coordinated on behalf of the Holders Forest and the other parties entitled thereto by one counsel designated by and on behalf of the Holders Forest and the other parties, which counsel PEG Inc. Lone Pine determines in good faith is reasonably acceptable; (i) notify the Holders Forest promptly of the happening of any event as a result of which the Canadian Prospectus as then in effect and pursuant to which Registrable Shares are qualified for public distribution in an Eligible Jurisdiction would include an untrue statement of material fact or would omit to state a material fact that is required to be stated or that is necessary to make any statement therein not misleading in light of the circumstances in which it was made (which notice shall be accompanied by an instruction to suspend the use of the Canadian Prospectus until the required updates have been completed); (ii) except as provided in Article IV use its reasonable best efforts to promptly amend or supplement the Canadian Prospectus so that the Canadian Prospectus, as amended or supplemented, will not include an untrue statement of material fact or omit to state a material fact that is required to be stated or that is necessary to make any statement therein not misleading in light of the circumstances in which it was made; and (iii) promptly furnish to the Holders Forest a reasonable number of copies of any such amendment or supplement; provided, however, that any such document’s availability on the System for Electronic Document Analysis and Retrieval database (or any successor thereto) shall satisfy such obligation; (g) notify the Holders Forest promptly of the issuance by a Canadian Regulator, or by any court or other governmental or regulatory authority, of any order or ruling suspending the effectiveness of the receipt for a Canadian Prospectus, ceasing any trading in Registrable Shares or the Common Stock generally, or suspending or preventing the use of a Canadian Prospectus or the qualification of any securities thereunder for distribution in any jurisdiction; and use its reasonable best efforts to have any such order or ruling cancelled or withdrawn pending which the Holders Forest shall cease any distribution of Common Stock and acts in furtherance thereof and shall not deliver a Canadian Prospectus to any person; (h) notify the Holders Forest promptly of the initiation of any proceedings for an order or ruling described in Section 3.2(g) above or any request by a Canadian Regulator, or by any court or other governmental or regulatory authority, for amendments or supplements to a Canadian Prospectus or for additional information; (i) in connection with any disposition of Registrable Shares (whether or not pursuant to a Canadian Prospectus) that will result in the securities being delivered no longer constituting Registrable Shares, cooperate with the Holders Forest and the representative of the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be sold, which certificates shall not bear any transfer restrictive legends (other than as required by PEG Inc.’s Lone Pine's charter), and to enable such Registrable Shares to be in such denominations and registered in such names as the Holders Forest or the representative of the underwriters, if any, may request at least three Business Days before any sale of Registrable Shares; (j) use its reasonable best efforts to cause all Registrable Shares to be listed on the NASDAQ Global Market New York Stock Exchange and the Toronto Stock Exchange; (k) provide a CUSIP number for all Registrable Shares; (l) (i) otherwise use its commercially reasonable efforts to comply in all material respects with all applicable Canadian Securities Laws Laws, and (ii) delay filing any document comprising a part of the Canadian Prospectus to which the Holders Forest shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of applicable Canadian Securities Laws, the Holders Forest having been furnished with a copy thereof at least three Business Days before the filing thereof; provided, that PEG Inc. Lone Pine may file such document after PEG Inc. Lone Pine shall have made a good faith effort to resolve any such issue with the Holders Forest and shall have advised the Holders Forest in writing of its reasonable belief that such filing complies in all material respects with the requirements of applicable Canadian Securities Laws; (m) cause to be maintained a registrar and transfer agent for all Registrable Shares; and (n) use its reasonable best efforts to otherwise take all such other actions as may be necessary in order to facilitate the distribution of Registrable Shares in an Eligible Jurisdiction in accordance with applicable Canadian Securities Laws, through registrants who comply with the relevant provisions of such laws.

Qualification in Canada. In connection with the obligations of PEG Inc. Lone Pine with respect to any qualification of Registrable Shares for public distribution in an Eligible Jurisdiction pursuant to this Agreement, PEG Inc. Lone Pine shall: (a) prepare and file, in each Eligible Jurisdiction in which the distribution is to be effected, as specified in this Agreement, a preliminary and final prospectus, which shall comply as to form in all material respects with the requirements of applicable Canadian Securities Laws, together with any required amendments or supplements thereto as may be required to comply with applicable Canadian Securities Laws and all material incorporated by reference or deemed to be incorporated by reference therein (as applicable), and use its reasonable best efforts to obtain receipts for the preliminary and final prospectus from the Canadian Regulator; (b) furnish to the HoldersForest, without charge, as many copies of the Canadian Prospectus and such other relevant documents as the Holders Forest may reasonably request; provided, however, that any such document’s availability on the System for Electronic Document Analysis and Retrieval database (or any successor thereto) shall satisfy such obligation; and PEG Inc. Lone Pine hereby consents to the use of the Canadian Prospectus by the Holders Forest in connection with the offering and sale of the Registrable Shares covered by such Canadian Prospectus; (c) in the case of an Underwritten Offering, use its reasonable best efforts to furnish or cause to be furnished to the Holders Forest and the underwriters a signed counterpart, addressed to the Holders Forest and the underwriters, of: (i) an opinion of counsel for PEG Inc.Lone Pine, dated the date of each closing under the underwriting agreement, reasonably satisfactory to the underwriters and underwriters; (ii) a “comfort” letter, dated the date of the underwriting agreement and the date of each closing thereunder, signed by the independent public accountants who have certified PEG Inc.Lone Pine’s financial statements included in the Canadian Prospectus, covering substantially the same matters with respect to the Canadian Prospectus and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants” ’ letters delivered to underwriters in underwritten public offerings of securities, and such other financial matters as the underwriters may reasonably request and are customarily obtained by underwriters in underwritten offerings; provided, that to be an addressee of the comfort letter, the Holders Forest may be required to confirm that it is in the category of persons to whom a comfort letter may be delivered in accordance with applicable accounting literature; and (iii) a “comfort” letter, dated the date of the underwriting agreement and the date of each closing thereunder, signed by the independent petroleum engineering consultants who have evaluated or audited Lone Pine’s oil and gas reserves included in the Canadian Prospectus, covering substantially the same matters with respect to the Canadian Prospectus and with respect to events subsequent to the date of its evaluation or audit of such oil and gas reserves, as are customarily covered in engineers’ letters delivered to underwriters in underwritten public offerings of securities, and such other reserves-related matters as the underwriters may reasonably request and are customarily obtained by underwriters in underwritten offerings; (d) enter into customary agreements (including in the case of an Underwritten Offering, an underwriting agreement) and take all other action in connection therewith to expedite or facilitate the distribution of the Registrable Shares covered by the Canadian Prospectus, and in the case of an Underwritten Offering make representations and warranties to the underwriters in such form and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same, to the extent customary, if and when requested; (e) in the case of an Underwritten Offering, use its reasonable best efforts to make available for inspection by the underwriters participating in any distribution pursuant to the Canadian Prospectus and their representatives (including counsel or other professional advisors), all financial and other records, pertinent corporate documents, and properties of PEG Inc.Lone Pine, and cause the officers and employees of PEG Inc. Lone Pine to supply all information reasonably requested; provided, however, that any records, documents, or information that PEG Inc. Lone Pine determines, in good faith, to be confidential and notifies the underwriters accordingly shall not be disclosed unless (i) disclosure is necessary to avoid or correct a misrepresentation in the Canadian Prospectus, (ii) the release of such records, documents, or information is required by law or ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents, or information have been generally made available to the public; provided, further, that to the extent practicable, the foregoing inspection and information gathering shall be coordinated on behalf of the Holders Forest and the other parties entitled thereto by one counsel designated by and on behalf of the Holders Forest and the other parties, which counsel PEG Inc. Lone Pine determines in good faith is reasonably acceptable; (i) notify the Holders Forest promptly of the happening of any event as a result of which the Canadian Prospectus as then in effect and pursuant to which Registrable Shares are qualified for public distribution in an Eligible Jurisdiction would include an untrue statement of material fact or would omit to state a material fact that is required to be stated or that is necessary to make any statement therein not misleading in light of the circumstances in which it was made (which notice shall be accompanied by an instruction to suspend the use of the Canadian Prospectus until the required updates have been completed); (ii) except as provided in Article IV use its reasonable best efforts to promptly amend or supplement the Canadian Prospectus so that the Canadian Prospectus, as amended or supplemented, will not include an untrue statement of material fact or omit to state a material fact that is required to be stated or that is necessary to make any statement therein not misleading in light of the circumstances in which it was made; and (iii) promptly furnish to the Holders Forest a reasonable number of copies of any such amendment or supplement; provided, however, that any such document’s availability on the System for Electronic Document Analysis and Retrieval database (or any successor thereto) shall satisfy such obligation; (g) notify the Holders Forest promptly of the issuance by a Canadian Regulator, or by any court or other governmental or regulatory authority, of any order or ruling suspending the effectiveness of the receipt for a Canadian Prospectus, ceasing any trading in Registrable Shares or the Common Stock generally, or suspending or preventing the use of a Canadian Prospectus or the qualification of any securities thereunder for distribution in any jurisdiction; and use its reasonable best efforts to have any such order or ruling cancelled or withdrawn pending which the Holders Forest shall cease any distribution of Common Stock and acts in furtherance thereof and shall not deliver a Canadian Prospectus to any person; (h) notify the Holders Forest promptly of the initiation of any proceedings for an order or ruling described in Section 3.2(g) above or any request by a Canadian Regulator, or by any court or other governmental or regulatory authority, for amendments or supplements to a Canadian Prospectus or for additional information; (i) in connection with any disposition of Registrable Shares (whether or not pursuant to a Canadian Prospectus) that will result in the securities being delivered no longer constituting Registrable Shares, cooperate with the Holders Forest and the representative of the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be sold, which certificates shall not bear any transfer restrictive legends (other than as required by PEG Inc.Lone Pine’s charter), and to enable such Registrable Shares to be in such denominations and registered in such names as the Holders Forest or the representative of the underwriters, if any, may request at least three Business Days before any sale of Registrable Shares; (j) use its reasonable best efforts to cause all Registrable Shares to be listed on the NASDAQ Global Market New York Stock Exchange and the Toronto Stock Exchange; (k) provide a CUSIP number for all Registrable Shares; (l) (i) otherwise use its commercially reasonable efforts to comply in all material respects with all applicable Canadian Securities Laws Laws, and (ii) delay filing any document comprising a part of the Canadian Prospectus to which the Holders Forest shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of applicable Canadian Securities Laws, the Holders Forest having been furnished with a copy thereof at least three Business Days before the filing thereof; provided, that PEG Inc. Lone Pine may file such document after PEG Inc. Lone Pine shall have made a good faith effort to resolve any such issue with the Holders Forest and shall have advised the Holders Forest in writing of its reasonable belief that such filing complies in all material respects with the requirements of applicable Canadian Securities Laws; (m) cause to be maintained a registrar and transfer agent for all Registrable Shares; and (n) use its reasonable best efforts to otherwise take all such other actions as may be necessary in order to facilitate the distribution of Registrable Shares in an Eligible Jurisdiction in accordance with applicable Canadian Securities Laws, through registrants who comply with the relevant provisions of such laws.

Qualification in Canada. In Subject to Sections 2(a)(i) and 2(f) hereof, in connection with the obligations of PEG Inc. the Company pursuant to Section 2(a)(iii) with respect to any qualification filing of a Canadian Prospectus to permit the public sale of the Registrable Shares for public distribution in an Eligible Jurisdiction pursuant to this Agreementa jurisdiction of Canada by the Holder or Holders (other than Canadian Control Persons under applicable Canadian Securities Laws), PEG Inc. the Company shall: (a) use its commercially reasonable efforts to prepare and file, in each Eligible Jurisdiction jurisdiction in Canada in which the distribution is to be effected, as specified in this Agreementeffected by the Holders, a preliminary and final prospectusCanadian Prospectus, which shall comply as to form in all material respects with the requirements of applicable Canadian Securities Laws, together with any required amendments or supplements thereto as may be required to comply with applicable Canadian Securities Laws and all material incorporated by reference or deemed to be incorporated by reference therein (as applicable), and use its commercially reasonable best efforts to obtain receipts for the preliminary and final prospectus from the applicable Canadian RegulatorCommission(s); (b) furnish to the Holders, without charge, as many copies of the Canadian Prospectus and such other relevant documents as the Holders may reasonably request; provided, however, that any such document’s availability on the System for Electronic Document Analysis and Retrieval database (or any successor thereto) shall satisfy such obligation; and PEG Inc. the Company hereby consents to the use of the Canadian Prospectus by the Holders in connection with the offering and sale of the Registrable Shares covered by such Canadian Prospectus; (c) in the case of an Underwritten OfferingOffering meeting the Holder Underwritten Offering Threshold, use its commercially reasonable best efforts to (A) furnish or cause to be furnished to the Holders and the underwriters a signed counterpart, addressed to the Holders and the underwriters, of: (i) an opinion of counsel for PEG Inc.the Company, dated the date of each closing under the underwriting agreement, reasonably satisfactory to the underwriters underwriters, and (ii) a “comfort” letter, dated the date of the underwriting agreement and the date of each closing thereunder, signed by the independent public accountants who have certified PEG Inc.the Company’s financial statements included in the Canadian Prospectus, covering substantially the same matters with respect to the Canadian Prospectus and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants” ’ letters delivered to underwriters in underwritten public offerings of securities, and such other financial matters as the underwriters may reasonably request and are customarily obtained by underwriters in underwritten offerings; provided, that to be an addressee of the comfort letter, the Holders may be required to confirm that it is in the category of persons to whom a comfort letter may be delivered in accordance with applicable accounting literature, and (B) if requested by the underwriters of such Underwritten Offering, cause the members of the Company’s management and Board of Directors to be reasonably available for any road show or similar marketing activities related to such Underwritten Offering; (d) enter into customary agreements (including in the case of an Underwritten OfferingOffering meeting the Holder Underwritten Offering Threshold, an underwriting agreement) and take all other action in connection therewith to expedite or facilitate the distribution of the Registrable Shares covered by the Canadian Prospectus, and in the case of an Underwritten Offering meeting the Holder Underwritten Offering Threshold make representations and warranties to the underwriters in such form and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same, to the extent customary, if and when requested; (e) in the case of an Underwritten OfferingOffering meeting the Holder Underwritten Offering Threshold, use its commercially reasonable best efforts to make available for inspection by the underwriters participating in any distribution pursuant to the Canadian Prospectus and their representatives (including counsel or other professional advisors), all financial and other records, pertinent corporate documents, and properties of PEG Inc.the Company, and cause the officers and employees of PEG Inc. the Company to supply all information reasonably requested; provided, however, that any records, documents, or information that PEG Inc. the Company determines, in good faith, to be confidential and notifies the underwriters accordingly shall not be disclosed unless (i) disclosure is necessary to avoid or correct a misrepresentation in the Canadian Prospectus, (ii) the release of such records, documents, or information is required by law or ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents, or information have been generally made available to the public; provided, further, that to the extent practicable, the foregoing inspection and information gathering shall be coordinated on behalf of the Holders and the other parties entitled thereto by one counsel designated by and on behalf of the Holders and the other parties, which counsel PEG Inc. the Company determines in good faith is reasonably acceptable; (f) (i) notify the Holders promptly of the happening of any event as a result of which the Canadian Prospectus as then in effect and pursuant to which Registrable Shares are qualified for public distribution in an Eligible Jurisdiction Canada would include an untrue statement of material fact or would omit to state a material fact that is required to be stated or that is necessary to make any statement therein not misleading in light of the circumstances in which it was made (which notice shall be accompanied by an instruction to suspend the use of the Canadian Prospectus until the required updates have been completed); (ii) except as provided in Article IV Section 7 use its commercially reasonable best efforts to promptly amend or supplement the Canadian Prospectus so that the Canadian Prospectus, as amended or supplemented, will not include an untrue statement of material fact or omit to state a material fact that is required to be stated or that is necessary to make any statement therein not misleading in light of the circumstances in which it was made; and (iii) promptly furnish to the Holders a reasonable number of copies of any such amendment or supplement; provided, however, that any such document’s availability on the System for Electronic Document Analysis and Retrieval database (or any successor thereto) shall satisfy such obligation; (g) notify the Holders promptly of the issuance by a Canadian RegulatorCommission, or by any court or other governmental or regulatory authority, of any order or ruling suspending the effectiveness of the receipt for a Canadian Prospectus, ceasing any trading in Registrable Shares or the Common Stock generally, or suspending or preventing the use of a Canadian Prospectus or the qualification of any securities thereunder for distribution in any jurisdiction; and use its commercially reasonable best efforts to have any such order or ruling cancelled or withdrawn pending which the Holders shall cease any distribution of Common Stock and acts in furtherance thereof and shall not deliver a Canadian Prospectus to any person; (h) notify the Holders promptly of the initiation of any proceedings for an order or ruling described in Section 3.2(g6(g) above or any request by a Canadian RegulatorCommission, or by any court or other governmental or regulatory authority, for amendments or supplements to a Canadian Prospectus or for additional information; (i) in connection with any disposition of Registrable Shares (whether or not pursuant to a Canadian Prospectus) that will result in the securities being delivered no longer constituting Registrable Shares, cooperate with the Holders and the representative of the underwriters, if any, to facilitate the timely preparation and delivery of certificates or book-entry designations representing the Registrable Shares to be sold, which certificates or book-entry designations shall not bear any transfer restrictive legends under Canadian Securities Laws (other than as required by PEG Inc.the Company’s charterCharter, as amended), and to enable facilitate such Registrable Shares to be in such denominations and registered in such names as the Holders or the representative of the underwriters, if any, may request at least three seven Business Days before any sale of Registrable Shares; (j) in connection with any disposition of Registrable Shares by a Canadian Control Person, use customary and its commercially reasonable efforts to cooperate with such Canadian Control Person to facilitate such disposition; (k) use its commercially reasonable best efforts to cause all Registrable Shares to be listed on the NASDAQ Global Market and the Toronto Stock a Securities Exchange; (kl) provide a CUSIP number for all Registrable Shares; (lm) (i) otherwise use its commercially reasonable efforts to comply in all material respects with all applicable Canadian Securities Laws Laws, and (ii) delay filing any document comprising a part of the Canadian Prospectus to which the Holders shall have reasonably objected on the grounds that such document does not comply in all material respects with the requirements of applicable Canadian Securities Laws, the Holders having been furnished with a draft or copy thereof at least three Business Days before the filing thereof; provided, that PEG Inc. the Company may file such document after PEG Inc. the Company shall have made a good faith effort to resolve any such issue with the Holders and shall have advised the Holders in writing of its reasonable belief that such filing complies in all material respects with the requirements of applicable Canadian Securities Laws;; and (mn) cause to be maintained a registrar and transfer agent for all Registrable Shares; and . The Company may require the Holders to furnish (nand each Holder shall furnish) use its reasonable best efforts to otherwise take all the Company such other actions information regarding the proposed distribution by such Holder of such Registrable Shares as the Company may from time to time reasonably request in writing or as shall be necessary in order required to facilitate effect the registration or distribution of the Registrable Shares, and no Holder shall be entitled to be named as a selling stockholder in any Registration Statement and no Holder shall be entitled to use the Prospectus forming a part thereof if such Holder does not provide such information to the Company. Any Holder that sells Registrable Shares pursuant to a Registration Statement or as a selling security holder pursuant to an Underwritten Offering shall be required to be named as a selling stockholder in an Eligible Jurisdiction the related prospectus and to deliver a prospectus supplied by the Company to purchasers, additionally each selling stockholder will be required to execute a certificate to the prospectus, in accordance with the form required by applicable Canadian Securities Laws, through registrants who comply with . Each Holder further agrees to furnish promptly to the relevant provisions of Company in writing all information required from time to time to make the information previously furnished by such lawsHolder not misleading.